FBI FRESH BURGERS INTERNATIONAL, SB-2, 2000-09-20

FBI FRESH BURGERS INTERNATIONAL
SB-2, 2000-09-20

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

FORM SB-2

REGISTRATION STATEMENT

UNDER

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

FBI FRESH BURGERS INTERNATIONAL
(Name of small business issuer in its charter)

California 5810
(State of Incorporation) (Primary Standard Industrial
Classification Code Number)

91-2021594
(I.R.S. Employer ID No.:

827 State Street, Suite 14
Santa Barbara, CA 93101
(805) 560-1308 (PHONE)
(805) 560-3608 (FAX)
(Address and telephone number of principal executive offices)
--------------------------

827 State Street, Suite 14
Santa Barbara, CA 93101
(805) 560-1308 (PHONE)
(805) 560-3608 (FAX)

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

KENNETH G. EADE
Attorney at Law
827 State Street, Suite 14
Santa Barbara, CA 93101
(805) 560-1308 (PHONE)
(805) 560-3608 (FAX)

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

COPIES TO:
--------------------------

KENNETH G. EADE
Attorney at Law
827 State Street, Suite 14
Santa Barbara, CA 93101
(805) 560-1308 (PHONE)
(805) 560-3608 (FAX)

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

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

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

If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box: / /
-------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE
UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES
AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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

[CAPTION]
<TABLE>

CALCULATION OF REGISTRATION FEE

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

Common Stock, .001 par $1,000,000 $1.00 $1,000,000 $264.00

Total $1,000,000 $1.00 $1,000,000 $264.00

DATED: November 19, 2000

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

</TABLE>

PROSPECTUS

FBI FRESH BURGERS INTERNATIONAL

1,000,000 SHARES OF COMMON STOCK

Up to 1,000,000 of the shares of Common Stock offered hereby (the
"Offering") are being sold by FBI FRESH BURGERS INTERNATIONAL
("FBI"). There is no minimum contingency and no escrow or
impound, and the proceeds may be utilized by FBI in its
discretion. FBI's Common Stock is not currently listed or quoted
on any quotation medium. There can be no assurance that FBI's
common stock will ever be quoted on any quotation medium or that
any market for FBI's stock will ever develop.
------------------------

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

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

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

PRICE UNDERWRITING PROCEEDS
TO DISCOUNTS AND TO
PUBLIC COMMISSIONS(2) COMPANY(1)
----- ----------- ----------
Per Share................$ $1.00 $0
1.00
Total .................. $1,000,000 $0
$1,000,000

(1) Before deducting expenses payable by FBI, estimated at
approximately $15,500. This offering is self-underwritten, so
FBI is not obligated to pay commissions or fees on the sales of
any of the shares. This offering is for up to 1,000,000 common
shares. There is no minimum contingency, and the proceeds may be
used in FBI's discretion.

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

September 14, 2000

TABLE OF CONTENTS

PAGE
----

Prospectus Summary.............................. 1
Risk Factors.................................... 3
FBI is a development stage
company with no operating history.......... 3
Intense competition........................ 3
The principal of FBI is promoting
a similar offering......................... 3
Terms of offering-no minimum contingency... 4
Related party transactions and possible
conflicts of interest...................... 4
Dilution................................... 4
New industry; uncertainty of market acceptance.. 4
Federal Import Tax......................... 5

Business........................................ 8
Management...................................... 12
Certain Transactions............................ 13
Principal Stockholders.......................... 13
Description of Securities....................... 14
Shares Eligible for Future Sale................. 15
Underwriting.................................... 15
Legal Matters................................... 15
Experts......................................... 16
Index to Financial Statements................... 16

------------------------
PROSPECTUS SUMMARY
CORPORATE BACKGROUND

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

1<PAGE>
THE OFFERING

Common Stock Offered.................. Up to 1,000,000 shares

Common Stock Outstanding after the
Offering............................ 2,000,000 shares(1)

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

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

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

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

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

The officers and directors of FBI are currently actively
promoting another similar offering for a company called Russian
Imports, Inc.

SUMMARY FINANCIAL DATA

The following summary financial data should be read in
conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the
Consolidated Financial Statements, including Notes, included
elsewhere in this Prospectus. The statement of operations data
for the period inception to June 30, 2000 and the consolidated
balance sheet data at June 30, 2000 come from FBI's audited
Consolidated Financial Statements included elsewhere in this
Prospectus. The consolidated statement of operations data for the
period inception to June 30, 2000 come from FBI's audited
financial statements for those years, which are included in this
Prospectus. These statements include all adjustments that FBI
considers necessary for a fair presentation of the financial
position and results of operations at that date and for such
periods. The operating results for the period ended 2000 do not
necessarily indicate the results to be expected for the full year
or for any future period.

BALANCE SHEET DATA:
June 30, 2000
-------------
Assets: ....................................... $ --
=======

Liabilities - Accounts Payable ................ $ --
-------
Stockholders' Equity:
Common Stock, Par value $.001
Authorized 100,000,000 shares,
Issued 1,950,000 shares at June 30,
2000 ...................................... 1,950
Paid-In Capital ............................. --
Retained Deficit ............................ (1,950)
-------

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

<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS DATA:

<S> <C> <C>
Cumulative
Since
inception
Month ended Of
June 30,2000 Development
Stage
---------------- -----
Revenues: .................................. $ -- $ --
General and administrative Expenses: ........ 1,950 1,950
----- -----
Net Loss .............................. $(1,950) $(1,950)
----- -----
Loss per share ............................ $ -- $

2<PAGE>
===== =====

-------------------------------------------------------
</TABLE>

RISK FACTORS

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

FBI is a development stage company with no operating history.

This makes it difficult to evaluate its future performance and
prospects. FBI's prospects must be considered in light of the
risks, expenses, delays and difficulties frequently encountered
in establishing a new business in an emerging and evolving
industry characterized by intense competition. Since
inception, FBI has incurred losses.

Risks related to the food service industry.

Food service businesses are often affected by changes in consumer
tastes, national, regional and local economic conditions and
demographic trends. The performance of individual restaurants
may be adversely affected by factors such as traffic patterns,
demographics and the type, number and location of competing
restaurants. Food service businesses can also be materially and
adversely affected by publicity resulting from poor food quality,
illness, injury or other health concerns or operating issues
stemming from one restaurant or a limited number of restaurants
or from consumer concerns with respect to the nutritional value
of certain food. Dependence on frequent deliveries of fresh
produce and groceries subjects food service businesses such as
FBI's to the risk that shortages or interruptions in supply,
caused by adverse weather or other conditions, could adversely
affect the availability, quality and cost of ingredients. In
addition, unfavorable trends or developments concerning factors
such as inflation, increased food, labor and employee benefit
costs (including increases in hourly wage and unemployment tax
rates), increases in the number an locations of competing
restaurants, regional weather conditions and the availability of
experienced management and hourly wage employees may affect the
food service industry in general and FBI in particular.

Risks associated with development.

FBI intends to grow primarily by developing company owned
restaurants. Development involves substantial risks, including:
1) risks that development costs will exceed budgeted or
contracted amounts; 2) delays in completion of construction; 3)
failing to obtain all necessary zoning and construction permits,
4) the inability to identify or the unavailability of suitable
sites; 5) that developed properties will not achieve desired
revenue or cash flow levels once opened; 6) of competition for
suitable development sites from competitors (most of which have
greater financial resources than FBI); 7) of incurring
substantial unrecoverable costs in the event a development
project is abandoned prior to completion; 8) changes in
governmental rules, regulations and interpretations; and 9)
general economic and business conditions.

3<PAGE>

Terms of offering-no minimum contingency.

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

Related party transactions and possible conflicts of interest.

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

Risks related to government regulations.

The fast food restaurant industry is subject to extensive
federal, state and local governmental regulations, including
those relating to the preparation and sale of food and those
relating to building and zoning requirements, as well as those
relating to employment relations, such as minimum wage
requirements, overtime, working and safety conditions and
citizenship requirements.

4<PAGE>
USE OF PROCEEDS

The net proceeds to FBI from the sale of the shares of Common
Stock offered hereby are estimated to be approximately $985,000.
FBI intends to use these proceeds for web site promotion, working
capital and general corporate purposes, as follows:

Use Amount

Construction of prototype restaurant $ 250,000
Advertising
Working Capital - FBI $ 485,000
$ 985,000
---------------

The following table shows FBI's use of proceeds if 25%, 50%, 75%,
and/or 100% of the shares are sold. Further, there can be no
assurance that any shares will be sold in this offering

25% 50% 75% 100%

Construction of
prototype restaurant 200,000 250,000 250,000 250,000
Advertising 0 125,000 150,000 250,000
Working capital 50,000 110,000 335,000 485,000
---------- ------- ------- -------
Totals 250,000 435,000 735,000 985,000

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

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

DIVIDEND POLICY

FBI has never declared or paid cash dividends on its capital
stock.
FBI currently intends to retain earnings, if any, to finance the
growth and development of its business and does not anticipate
paying any cash
dividends in the foreseeable future.
5<PAGE>

PRICE RANGE OF SECURITIES

FBI's common stock is not listed or quoted at the present time,
and there is no present public market for FBI's common stock.
FBI has obtained a market maker who has agreed to file an
application for FBI's securities to be quoted on the
NASD OTC Bulletin Board(Bulletin Board), upon the effectiveness
of this Registration Statement, but the obtaining of a quotation
is subject to NASD approval, and there can be no assurance that
FBI's stock will be quoted on the Bulletin Board. Thus, there
can be no assurance that the NASD will accept FBI's market
maker's application on Form 211. Therefore, there can be no
assurance that a public market for FBI's common stock will ever
develop.

CAPITALIZATION

The following table sets forth the short-term debt and
capitalization of FBI as of June 30, 2000. The table should be
read in conjunction with the Consolidated Financial Statements,
including the Notes thereto, appearing elsewhere in this
Prospectus.

[CAPTION]
BALANCE SHEET DATA:
---------------------

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

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

=======

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

==========

DILUTION

As of June 30, 2000, FBI's net tangible book value was $0, or $0
per share of common stock. Net tangible book value is the
aggregate amount of FBI's tangible assets less its total
liabilities. Net tangible book value per share represents FBI's
total tangible assets less its total liabilities, divided by the
number of shares of common stock outstanding. After giving
effect to the sale of 1,000,000 shares at an offering price of
$1.00 per share of Common Stock, application of the estimated net
sale proceeds (after deducting offering expenses of $15,500),
FBI's net tangible book value as of the closing of this offering
would increase from $0 to $.33 per share. This represents an
immediate increase in the net tangible book value of $.33 per
share to current shareholders, and immediate dilution of $.67 per
share to new investors, as illustrated in the following table:

6 <PAGE>

Public offering price per
share of common stock...................... $ 1.00
Net tangible book value per share before
offering.................... $ 0
Increase per share attributable to new
investors................... $ .33
Net tangible book value per share after
offering....................................$ .33
Dilution per share to new
investors...................................$ 0.67
Percentage dilution..................................67%

The following table summarizes, both before the offering and
after the offering, assuming the sale of all 1,000,000 shares in
this offering, a comparison of the number of shares purchased,
the percentage of shares purchased, the total consideration paid,
the percentage of total consideration paid, and the average price
per share paid by the existing stockholders and by new investors.

<TABLE>

<S> <C> <C> <C> <C> <C>
Number Total Percentage Percentage Average
Of Shares Consideration of Shares of Total price
Purchased Paid Purchased Consideration per share
--------- --------- --------- ------------- ---------

Existing Investors 1,950,000 $ 1,950 66.1% .1% $.001
New Investors 1,000,000 $1,000,000 33.9% 99.9% $1.00

</TABLE>

7 <PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

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

COMPANY OVERVIEW

FBI was organized on February 1, 2000, under its former name of
FirsTelevision.com. FBI is in the business of marketing the
concept of a national "fast food" restaurant chain to children
and young adults, with a menu of fresh burgers, fries and
sandwiches. Each restaurant and all products will bear the
registered trade name, "FBI Fresh Burgers International ." Each
restaurant will be organized to provide high quality fast food
meals in a pleasant setting, designed to be unique compared to
any other fast food chain. FBI's common stock is not listed on
any recognized exchange or quoted on any quotation medium. There
can be no assurance that its common stock will ever develop a
market.

PLAN OF OPERATIONS-IN GENERAL

During the next twelve months, FBI plans to satisfy its cash
requirements by additional equity financing. This will be in the
form of private placements of restricted common stock. There can
be no assurance that FBI will be successful in raising additional
equity financing, and, thus, be able to satisfy its cash
requirements, which primarily consist of legal and accounting
fees at the present time. FBI presently has no cash with which
to satisfy any future cash requirements. FBI will need a minimum
of $500,000 to satisfy its cash requirements for the next 12
months. FBI will not be able to operate if it does not obtain
equity financing. FBI has no current material commitments. FBI
depends upon capital to be derived from future financing
activities such as subsequent offerings of its stock. There can
be no assurance that FBI will be successful in raising the
capital it requires. Management believes that, if this offering
and the subsequent private placements are successful, FBI will be
able to generate revenue from on line caviar sales and achieve
liquidity within the next twelve months. FBI does not anticipate
any further research and development of any products, nor does it
expect to incur any research and development costs. FBI does not
expect the purchase or sale of plant or any significant
equipment, and it does not anticipate any change in the number of
its employees. FBI has no current material commitments. FBI has
generated no revenue since its inception.

FBI has no current plans, preliminary or otherwise, to merge with
any other entity.

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

BUSINESS
IN GENERAL

FBI has no current operations at the present time.
Its business plan is to establish a national chain of fast food
restaurants. FBI restaurants will offer a variety of hamburgers,
sandwiches, salads, Mexican food, finger foods and side items.
The core of FBI's menu will be its hamburger products. FBI will
also offer value-priced product alternatives to compete against
price-oriented competitors. FBI's operating strategy includes"
1) offering quality products with high perceived value; 2)
providing fast and friendly customer services; 3) developing a
strong brand image behind the trademark, "FBI Fresh Burgers
International;" and 4) targeting an attractive demographic
segment.

Restaurant Operations.

Significant resources will be devoted to ensure that all FBI
restaurants offer the highest quality food and service. Emphasis
will be placed on delivering quality ingredients to all
restaurants, that restaurant food production systems are
continuously developed and improved, and allo employees are
dedicated to delivering consistently high quality food and
service. FBI will standardize the specifications for the
preparation and service of its food, the conduct and appearance
of its employees, and the maintenance and repair of its premises.
Each FBI restaurant will be operated by a company-employed
manager who normally will receive a minimum of eight weeks of
management training, which will include classroom training and
on-the-job training in an FBI restaurant. The restaurant manager
will be responsible for the operation of the restaurants,
including product quality, food handling safety, cleanliness,
service, inventory, cash control and the conduct and appearance
of employees. Restaurant managers will be supervised by regional
managers, who will report directly to FBI management. FBI will
establish a performance bonus system to award managers at all
levels with bonus compensation based on profit achievement. FBI
will employ a point of sale computerized reporting and cash
register system for its restaurants, which provides points of
sale transaction data and accumulates marketing information.
Sales data will be collected and analyzed on a weekly basis by
management.

Advertising and promotion.

FBI plans to engage in substantial marketing programs and
activities, both in conjunction with before and after the opening
of new restaurant locations, and on an ongoing basis, to build
the brand name,. "FBI Fresh Burgers International." FBI will
emphasize local, low cost advertising on cable television and
radio in the areas in which new restaurants are being developed.
This will be combined with a direct mail campaign in the area.
FBI intends to take full advantage of the exploitation of its
name in its advertising campaign. For example:

1. When the site of the new FBI restaurant is decided upon,
FBI will place billboard advertisements in the area advertising
that "FBI is coming to your city."

2. Each construction site will be surrounded by
construction barriers which will be posted with "Wanted by FBI"
posters. The "Wanted" posters will offer a reward for anyone who
provides information leading to the apprehension of "suspects"
featured on the posters. Pictured on the posters will be several
"suspects," who will have names which will be placed on FBI food
products. Each "Wanted" poster will bear a toll free telephone
number, which will have recorded information about FBI. Every
caller will receive a coupon for a discount on an FBI food item.

3. "Wanted" posters will be mailed to residents in the area
of the new restaurants.

4. FBI will contact local PTA organizations, and offer "PTA
nights" at FBI, where parents and children can work together in
an FBI restaurant, and half of all revenue after expenses will go
to the PTA, to be used to benefit local schools. FBI will
emphasize these programs in its local advertising.

5. After a sufficient number of FBI restaurants are opened,
FBI will supplement its local advertising with national
advertising to promote "FBI Fresh Burgers International" as a
nationally known brand.

Properties.

FBI leases offices at 827 State Street, Suite 14, Santa Barbara,
California, from its Secretary, Agata Gotova, on a month to month
basis, for the sum of $250 per month, for approximately 150
square feet of office space, which is adequate for FBI's needs at
the present time and which is adequately covered by insurance.
FBI owns the Internet domains name www.fbiburger.com,
www.fbiburger.net, and www.fbiburger.org.

Patents.

FBI has obtained from the U.S. Patent and Trademark Office
trademark protection of the mark, "FBI Fresh Burgers
International," serial number 78/007326. It has no patents. It is
the owner of the Internet domain names www.fbiburger.com,
www.fbiburger.net and www.fbiburger.org.

Employees.

As of February 1, 2000, FBI has two employees. Agata Gotova,
FBI's Secretary/Treasurer and Director, devotes approximately 10
hours per week to company activities. FBI's president, Artem
Gotov, devotes his full time efforts to the company. FBI has no
written employment contracts. None of FBI's employees are covered
by a collective bargaining agreement. FBI has never experienced
an employment related work stoppage and considers its employee
relations to be satisfactory.

Competition.

The fast food restaurant industry is highly competitive with
respect to price, service, location and food quality, and there
are many well-established competitors. Certain factors, such as
substantial price discounting, increased food, labor and benefits
costs and the availability of experienced management and hourly
employees may adversely affect the fast food restaurant industry
in general and FBI in particular. FBI will compete with a large
number of national and regional fast food restaurant chains. Most
of the potential competitors which own fast food restaurant
chains have financial resources superior to FBI, so there can be
no assurance that FBI's projected income will not be affected by
its competition. FBI expects this competition to increase.
Companies such as Foodmaker, Inc., Burger King, McDonalds and
Taco Bell all offer fast food restaurants.

Government Regulation.

Each FBI restaurant will be subject to regulation by federal
agencies and to licensing and regulation by state and local
health, sanitation, safety, fire and other departments.
Difficulties or failures in obtaining any required licensing or
approval could result in delays or cancellations in the opening
of new restaurants.

FBI is also subject to the Fair Labor Standards Act and various
state laws governing such matters as minimum wages, overtime and
other working conditions. A significant number of FBI's employees
will be paid at rates related to the federal and state minimum
wage and increases in the minimum wage will increase FBI's labor
costs.

In addition, various proposals which would require employers to
provide health insurance for all of their employees are being
considered from time to time in the U.S. Congress and various
states. The imposition of any such requirement would have a
material adverse impact on the planned operation s of FBI and the
financial condition of the fast food restaurant industry.

FBI is subject to certain guidelines under the Americans with
Disabilities Act of 1990 (ADA), and various state codes and
regulations which require restaurants to provide full and equal
access to persons with physical disabilities. FBI will also be
subject to various evolving federal state and local environmental
laws governing, among other things, emissions to the air,
discharge to waters and the generation, handling, storage,
transportation, treatment and disposal of hazardous and no-
hazardous substances and wastes.

8 <PAGE>

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

FBI's mailing address is 827 State Street, Suite 14, Santa
Barbara, CA 93101. The telephone number of its principal
executive office is
(805) 560-1308.

FORWARD LOOKING STATEMENTS

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

9 <PAGE>

THE PRODUCTS

FBI intends to offer fresh burgers, french fries, and sandwiches,
in a fast food format. The only real difference between FBI's
product and its competitor fast food burger stores will be the
name awareness that FBI intends to develop for its product.

10 <PAGE>

LEGAL PROCEEDINGS

FBI is not subject to any pending litigation, legal proceedings
or claims.
MANAGEMENT

EXECUTIVE OFFICERS, KEY EMPLOYEES AND DIRECTORS

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

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

Name Age Position
---- --- --------

Artem Gotov 36 President, Director

Agata Gotova 28 Secretary, Director,
Treasurer

Artem Gotov. Artem Gotov is the founder and current President,
and Director of FBI, and has been since its inception. He is the
owner of "Moliere" restaurant in Las Vegas, Nevada, and the owner
of "Uncle Vanya's" restaurant in Moscow, Russia. From 1998
through May, 2000, he developed, established, managed and sold
"Moscow Time" restaurant in Moscow, Russia. From 1992 through
1997, he owned and operated Luxe Casino in Moscow, Russia.

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

12 <PAGE>

EXECUTIVE COMPENSATION

FBI has made no provisions for cash compensation to its officers
and directors. FBI's management received 1,610,000 shares or
restricted stock as a retainer for future services and in
exchange for FBI's business plan. These 1,610,000 shares have
been accepted as full compensation for management's services for
the first year of operation. No salaries are being paid at the
present time, and will not be paid unless and until there is
available cash flow from operations to pay salaries. There were
no grants of options or SAR grants given to any executive
officers during the last fiscal year.

EMPLOYMENT AGREEMENTS

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

PRINCIPAL STOCKHOLDERS

The following table presents certain information regarding
beneficial ownership of FBI's Common Stock as of June 30, 2000,
by (I) each person known by FBI to be the beneficial owner of
more than 5% of the outstanding shares of Common Stock, (ii) each
director of FBI, (iii) each Named Executive Officer and (iv) all
directors and executive officers as a group. Unless otherwise
indicated, each person in the table has sole voting and
investment power as to the shares shown.

Shares Percent Percent
Beneficially Before After
Name and Address of Owned Offering Offering
Beneficial Owner
------------------- ------------- -------- --------
Artem Gotov
1548 Fairhaven
Las Vegas, NV (1) 805,000 41.28% 27.28%

Agata Gotova(2) 805,000 41.28% 27.28%
827 State Street
Santa Barbara, CA 93101

Officers and Directors
as a Group 1,610,000 82.56% 54.56%
------------
Table is based on current outstanding shares of 1,950,000.
(1) Artem Gotov and Agata Gotova are brother and sister.
(2) Agata Gotova is the wife of FBI's attorney, Kenneth G. Eade,
Mr. Eade holds 90,000 shares of common stock. Agata Gotova and
Kenneth G. Eade each disclaim beneficial ownership in the shares
of the other.

CERTAIN TRANSACTIONS

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

On February 1, 2000, in exchange for legal services, FBI issued
200,000 shares to Kenneth G. Eade, counsel to FBI and the husband
of its President, Agata Gotova, under Rule 701 promulgated by the
Securities and Exchange Commission in exchange for legal services
rendered. Mr. Eade is a sophisticated investor who had access to
all corporate information. Although Mr. Eade is not a promoter
of FBI, as defined by the Securities Act, his wife, Agata Gotova,
can be deemed to be a promoter of FBI.

DESCRIPTION OF SECURITIES

The authorized capital stock of FBI consists of 100,000,000
shares of Common Stock, $.001 par value per share. Upon
consummation of this Offering, there will be outstanding
3,950,000 shares of Common Stock.

COMMON STOCK

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

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

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

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

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

PENNY STOCK STATUS

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

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

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

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

4. The broker or dealer who has effected sales of penny
stock to a customer, unless exempted by the rules, is required to
send to the customer a written statement containing the identity
and number of shares or units of each such security and the
estimated market value of the security. Imposing these reporting
and disclosure requirements on a broker or dealer make it
unlawful for the broker or dealer to effect transactions in penny
stocks on behalf of customers. Brokers or dealers may be
discouraged from dealing in penny stocks, due to the additional
time, responsibility involved, and, as a result, this may have a
deleterious effect on the market for FBI's stock.

TRANSFER AGENT, WARRANT AGENT AND REGISTRAR

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

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this Offering, FBI will have 3,950,000 shares
of Common Stock outstanding. All shares sold in this offering
will be freely transferable without restriction or further
registration under the Securities Act of 1933, as amended.
However, any share purchased by an affiliate (in general, a
person who is in a control relationship with FBI), will be
subject to the limitations of Rule 144 promulgated under the
Securities Act.

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

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

PLAN OF DISTRIBUTION

The Shares shall be offered on a self underwritten basis in the
States of New York, California, Florida and in the District of
Columbia, and to qualified investors in the State of California,
and outside the U.S. The offering is self underwritten by the
Company, which offers the Shares directly to investors through
officer Agata Gotova, who will offer the Shares by prospectus and
sales literature filed with the SEC, to friends, former business
associates and contacts, and by direct mail to investors who have
indicated an interest in the Company. The offering is a self
underwritten offering, which means that it does not involve the
participation of an underwriter or broker.

The offering of the Shares shall terminate in 180 days unless
extended for no more than an additional 180 days at the
discretion of the Company.

The Company reserves the right to reject any subscription in
whole or in part, or to allot to any prospective investor less
than the number of Shares subscribed for by such investor.

LEGAL MATTERS

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

15 <PAGE>
EXPERTS

The Financial Statements of FBI as of June 30, 2000 included in
this Prospectus and elsewhere in the Registration Statement have
been audited by Roger G. Castro, independent public accountant
for FBI, as set forth in his reports thereon appearing elsewhere
herein, and are included in reliance upon such reports, given
upon the authority of such firm as experts in accounting and
auditing.

ADDITIONAL INFORMATION

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

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

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

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

FBI FRESH BURGERS INTERNATIONAL

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

Balance Sheets
June 30, 2000 .................................... F-2

Statements of Operations
For the Years Ended June 30, 2000 ................ F-3

Statements of Changes in Stockholders' Equity
For the Years Ended June 30, 2000 ................. F-4

Statements of Cash Flows
For the Years Ended June 30, 2000 ................ F-5

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

16 <PAGE>

INDEPENDENT AUDITORS' REPORT
FBI FRESH BURGERS INTERNATIONAL
(A Development Stage Company)

I have audited the accompanying balance sheets of FBI FRESH
BURGERS INTERNATIONAL (a development stage company) as of June
30, 2000, and the related statements of operations, stockholders'
equity, and cash flows for the month ended June 30, 2000. These
financial statements are the responsibility of FBI's management.
Our responsibility is to express an opinion on these financial
statements based on our audits.

I conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In my opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of FBI FRESH BURGERS INTERNATIONAL, Inc. (a development stage
company) as of June 30, 2000, and the results of its operations
and its cash flows for the month ended June 30, 1999 in
conformity with generally accepted accounting principles.

ROGER G. CASTRO
___________________
Roger G. Castro
Certified Public Accountants

Oxnard, California
August 29, 2000

F-1 <PAGE>

FBI FRESH BURGERS INTERNATIONAL
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
<S> <C>
June 30, 2000
---------------------

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

Authorized 100,000,000 shares,
Issued 1,950,000 shares at June 30, 2000 1,950
Paid-In Capital .................................. --
Retained Deficit ................................. (1,950)
-------
Total Stockholders' Equity .................... --
-------
Total Liabilities and

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

The accompanying notes are an integral part of these financial statements.

</TABLE>

F-2 <PAGE>
<TABLE>
<CAPTION>
FBI FRESH BURGERS INTERNATIONAL
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS

Cumulative
Since
Inception
For the month ended of
June 30, 2000 Development
----------------- Stage
----------
Revenues: .................................. $ -- $ --

Expenses:

Professional fees $ 1,000 $ 1,000

General and Administrative Expenses: .... 950 950

Total 1,950 1,950
----- ----------

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

Loss per share ............................. $ -- $ --
===== ===========
The accompanying notes are an integral part of these financial statements.
</TABLE>

F-3 <PAGE>
<TABLE>
<CAPTION>
FBI FRESH BURGERS INTERNATIONAL
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE MONTH ENDED June 30, 2000

<S> <C> <C> <C> <C> <C>
Common Stock Additional Number of Shares Amount
Paid in Retained Capital (Deficit)
Total
----------------- -------- --------- --------- --
---

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

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

The accompanying notes are an integral part of these financial statements.

</TABLE>

F-4 <PAGE>
[CAPTION]
<TABLE>
FBI FRESH BURGERS INTERNATIONAL
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
<S> <C> <C>

Cumulative
Since
Inception
For the month ended of
June 30, 2000 Development
------------------- Stage
------------
CASH FLOWS FROM OPERATING ACTIVITIES:

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

Common stocks issued 1,950 1,950

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

Financing Activities .............................. 1,950 1,950
------- ------------
Cash and Cash Equivalents
at Beginning of Period ............................ -- --
------- ------------
Cash and Cash Equivalents

at End of Period .................................. $ -- $ --
======= ============
The accompanying notes are an integral part of these financial statements.
</TABLE>

F-6 <PAGE>

[CAPTION]
FBI FRESH BURGERS INTERNATIONAL
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD ENDED June 30, 2000

NOTE 1. DESCRIPTION OF THE BUSINESS
FBI was incorporated under the laws of the state of California on
February 1, 2000, under the former name of "FirsTelevision. The
purpose for which the Corporation is organized is to engage in
any lawful act or activity for which a corporation may be
organized under the General Corporation Law of the State of
California including, without limitation, to develop a national
chain of fast food restaurants.

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

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

A. FBI uses the accrual method of accounting.

B. Revenues and are recognized and recorded when ordered goods
are paid for by credit card. Expenses are realized and recorded
when invoiced.

C. FBI considers all short term, highly liquid investments that
are readily convertible, within three months, to known
amounts as cash equivalents. FBI currently has no cash
equivalents.

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

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

NOTE 3. INCOME TAXES
FBI has adopted the provisions of SFAS No. 109 "Accounting for
Income Taxes". SFAS 109 requires recognition of deferred tax
liabilities and assets for the expected future tax consequences
of events that have been included in the financial statements or
tax returns. Under this method, deferred tax liabilities and
assets are determined based on the differences between the
financial statement and tax basis of assets and liabilities using
enacted tax rates in effect for the year in which the differences
are expected to reverse. FBI has incurred losses that can be
carried forward to offset future earnings if conditions of the
Internal Revenue Codes are met.

FBI shares office space and telephone services of the President
of FBI at no charge.

NOTE 5. FISCAL YEAR END. FBI's fiscal year end is December
31st.

NOTE 6. RELATED PARTY TRANSACTIONS. FBI issued unregistered
common stock to its President, in exchange for services as
President, Secretary and Treasurer, and to non management
consultants and employees in exchange for their services. The
issuance of shares were recorded at their fair market value of
par value. This is deemed appropriate, rather than recording the
issuance of shares at the offering price, since FBI's shares have
no current book value.

F-7 <PAGE>
-----------------------------------------------------------------
-----------------------------------------------------------------

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

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

TABLE OF CONTENTS

PAGE
---------

Prospectus Summary.............................. 1
Risk Factors.................................... 3
FBI is a development stage
company with no operating history.......... 3
Intense competition........................ 3
Terms of offering-no minimum contingency... 4
Related party transactions and possible
conflicts of interest...................... 4
Dilution................................... 4

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

FBI FRESH BURGERS INTERNATIONAL

1,000,000 SHARES OF COMMON STOCK

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

PROSPECTUS

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

November 19, 2000

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

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 317 of the California Corporations Code, as amended,
provides for the indemnification of FBI's officers, directors,
employees and agents under certain circumstances, for any
threatened, pending or completed action or proceeding, whether
civil, criminal, administrative or investigative; and "expenses"
includes without limitation attorneys' fees and any expenses,
against expenses, judgments, fines, settlements, and other
amounts actually and reasonably incurred in connection with the
proceeding if that person acted in good faith and in a manner the
person reasonably believed to be in the best interests of the
corporation and, in the case of a criminal proceeding, had no
reasonable cause to believe the conduct of the person was
unlawful.

FBI's Certificate of Incorporation provides that the directors of
the
Company shall be protected from personal liability to the fullest
extent permitted by law. FBI's By-laws also contain a provision
for the indemnification of FBI's directors.

ITEM 25. OTHER EXPENSES OF ISSUANCES AND DISTRIBUTION.

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

SEC registration fee.................................. $264
Printing and engraving expenses...................... $500
Accounting fees and expenses....................... $1,000
Legal fees and expenses (other than Blue Sky)...... $11,736
Blue sky fees and expenses (including legal
and filing fees).................................. $1,000
Miscellaneous...................................... $1,000
----------
Total........................................ $15,500
----------

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

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

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

13 <PAGE>

On February 1, 2000, FBI issued 90,000 shares of its common stock
to Kenneth G. Eade, counsel to FBI and the husband of its
President, Agata Gotova, under Rule 701 promulgated by the
Securities and Exchange Commission in exchange for legal services
rendered. Mr. Eade is a sophisticated investor who had access to
all corporate information. Although Mr. Eade is not a promoter
of FBI, as defined by the Securities Act, his wife, Agata Gotova,
can be deemed to be a promoter of FBI.

ITEM 27. EXHIBITS

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

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

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

ITEM 28. UNDERTAKINGS.

The undersigned Company hereby undertakes to:

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

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

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

(iii) Include any additional or changed material
information on the plan of distribution.

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

(e) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 (the "Act") may be permitted to
directors, officers and controlling persons of FBI pursuant to
the provisions referred to under Item 24 of this Registration
Statement, or otherwise, FBI has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable.

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

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

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

II-6

SIGNATURES

In accordance with the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all the requirements for filing on Form SB-
2 and authorized this registration statement to be signed on its
behalf by the undersigned, in the city of Santa Barbara, state of
California, on September 12, 2000.

SIGNATURES

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

FBI FRESH BURGERS INTERNATIONAL

Artem Gotov
By______________________________________________

ARTEM GOTOV, President and Director

Date: September 12, 2000

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

Artem Gotov
____________________________________________________
ARTEM GOTOV, President and Director

Agata Gotova
____________________________________________________
AGATA GOTOVA, Secretary/Treasurer/Director
Date: September 12, 2000

[CAPTION]
Exhibit 3.1
ARTICLES OF INCORPORATION

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

BILL JONES, SECRETARY OF STATE

ARTICLES OF INCORPORATION OF
FIRSTELEVISION.COM

FIRST: The name of the corporation is: FIRSTELEVISION.COM

SECOND: The purpose of this corporation is to engage in any
lawful act or activity for which a corporation may be organized
under the General Corporation Law of California other than the
banking business, the trust company business or the practice of a
profession permitted to be incorporated by the California
Corporations Code.
THIRD: The name and address in the State of California of this
corporation's initial agent for service of process is:
KENNETH G. EADE, 827 State Street, Suite 26, Santa Barbara,
California 93101
FOURTH: The liability of the directors of the corporation for
monetary damages shall be eliminated to the fullest extent
permissible under California law.
FIFTH: This corporation is authorized to issue only one class of
shares of stock, all common; and the total number of shares which
this corporation is authorized to issue is 100 Million
(100,000,000).

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

Executed January 25, 2000 at Santa Barbara, California.

KENNETH G. EADE
__________________________
KENNETH G. EADE

[CAPTION]
EXHIBIT 3.2
AMENDMENT TO ARTICLES OF INCORPORATION

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF
FIRSTELEVISION.COM
A California Corporation

The undersigned hereby certifies as follows:

ONE: That they are the President and Secretary, respectively, of
FIRSTELEVISION.COM, a California corporation.

TWO: That, at a meeting of the Shareholders and the Board of
Directors on May 2, 2000, the Corporation resolved to amend
Article FIRST and FIFTH of its Articles of Incorporation, as
follows:

RESOLVED, that the Corporation amend Article I of its Articles
of Incorporation, as follows:

"FIRST: The name of this corporation is: FBI FRESH BURGERS
INTERNATIONAL

THREE: This amendment was approved by the required vote of
shareholders in accordance with the corporations law of the state
of California. The total number of outstanding shares of each
class entitled to vote for the amendment is:
One million, nine hundred fifty thousand (1,950,000) shares .
The number of shares of each class voting for the amendment
equaled or exceeded the vote required, that being over fifty
(50%) percent. The amendment was approved by a vote of One
million nine hundred fifty thousand (1,950,000) shares, equaling
100% of all shares entitled to vote.

Dated: May 8, 2000

Artem Gotov
----------------------
Artem Gotov, President

Dated: May 8, 2000

Agata Gotova
----------------------
Agata Gotova, Secretary

We, the undersigned, hereby declare, under penalty of perjury, in
accordance with the laws of the State of California, that we are
the President and Secretary of the above-referenced corporation,
that we executed the above-referenced Certificate of Amendment to
Articles of Incorporation, that we have personal knowledge of
the information contained therein, and that
the information contained therein is true and correct.
Dated: May 8, 2000

Artem Gotov
----------------------
Artem Gotov, President

Dated: May 8, 2000

Agata Gotova
----------------------
Agata Gotova, Secretary

[CAPTION]
EXHIBIT 3.3
BY-LAWS OF FBI FRESH BURGERS INTERNATIONAL

BYLAWS OF
FIRSTELEVISION.COM
A California Corporation

OFFICES
-------

1. PRINCIPAL OFFICE. The principal office for the
transaction of the business of the corporation is hereby fixed
and located at 827 State Street, Suite 14, Santa Barbara, CA
93101. The Board of Directors is hereby granted full power and
authority to change the place of said principal office.

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

SHAREHOLDERS
------------

3. PLACE OF MEETINGS. Shareholders' meetings shall be
held at the principal office for the transaction of the business
of this corporation in the State of California, or at such other
place as the Board of Directors shall, by resolution, appoint.

4. ANNUAL MEETINGS. The annual meetings of shareholders
shall be held in the month of March in each year. At such meeting
Directors shall be elected; reports of the affairs of the
corporation shall be considered, and any other business may be
transacted which is within the powers of the shareholders. The
first annual meeting of shareholders after incorporation need not
be held if less than nine months have elapsed since incorporation
to such meeting date.

Written notice of each annual meeting shall be
mailed to each shareholder entitled to vote, addressed to such
shareholder at his address appearing on the books of the
corporation or given by him to the corporation for the purpose of
notice. If a shareholder gives no address, notice shall be deemed
to have been given if sent by mail or other means of written
communication addressed to the place where the principal
executive office of the corporation is situated, or if published
at least once in some newspaper of general circulation in the
county in which said office is located. All such notices shall be
mailed, postage prepaid, to each shareholder entitled thereto not
less than ten (10) days nor more than sixty (60) days before each
annual meeting. Such notices shall specify the place, the day,
and the hour of such meeting, the names of the nominees for
election as Directors if Directors are to be elected at the
meeting, and those matters which the Board of Directors intends
to present for action by the shareholders, and shall state such
other matters, if any, as may be expressly required by statute.

5. SPECIAL MEETINGS. Special meetings of the
shareholders, may be called at any time by the Chairman of the
Board of Directors, if any, the President or any Vice President,
or by the Board of Directors, or by one or more shareholders
holding not less than ten (10%) percent of the voting power of
the corporation. Except in special cases where other express
provision is made by statute, notice of such special meeting
shall be given in the same manner as for an annual meeting of
shareholders. Said notice shall specify the general nature of the
business to be transacted at the meeting. No business shall be
transacted at a special meeting except as stated in the notice
sent to shareholders, unless by the unanimous consent of all
shareholders represented at the meeting, either in person or by
proxy. Upon written request to the Chairman of the Board, the
President, the Secretary or any Vice President of the corporation
by any person (but not the Board of Directors) entitled to call a
special meeting of shareholders, the person receiving such
request shall cause a notice to be given to the shareholders
entitled to vote that a meeting will be held at a time requested
by the person calling the meeting not less than thirty-five (35)
nor more than sixty (60) days after the receipt of the request.

6. ADJOURNED MEETINGS AND NOTICE THEREOF. Any
shareholders' meeting, annual or special, whether or not a quorum
is present, may be adjourned from time to time by the vote of a
majority of the shares the holders of which are either present in
person or represented by proxy thereat, but in the absence of a
quorum no other business may be transacted at such meeting.

Notice of an adjourned meeting need not be
given if (a) the meeting is adjourned for forty-five (45) days or
less, (b) the time and place of the adjourned meeting are
announced at the meeting at which the adjournment is taken, and
(c) no new record date is fixed for the adjourned meeting.
Otherwise, notice of the adjourned meeting shall be given as in
the case of an original meeting

7. VOTING. Except as provided below or as otherwise
provided by the Articles of Incorporation or by law, a
shareholder shall be entitled to one vote for each share held of
record on the record date fixed for the determination of the
shareholders entitled to vote at a meeting or if no such date is
fixed, the date determined in accordance with law. Upon the
demand of any shareholder made at a meeting before the voting
begins, the election of Directors shall be by ballot. At every
election of Directors, shareholders may cumulate votes and give
one candidate a number of votes equal to the number of Directors
to be elected multiplied by the number of votes to which the
shares are entitled or distribute votes according to the same
principal among as many candidates as desired; however, no
shareholder shall be entitled to cumulate votes for any one or
more candidates unless such candidate or candidates' name has
been placed in nomination prior to the voting and at least one
shareholder has given notice at the meeting prior to the voting
of such shareholder's intention to cumulate votes.

8. QUORUM. A majority of the shares entitled to vote,
represented in person or by proxy, constitutes a quorum for the
transaction of business. No business may be transacted at a
meeting in the absence of a quorum other than the adjournment of
such meeting, except that if a quorum is present at the
commencement of a meeting, business may be transacted until the
meeting is adjourned even though the withdrawal of shareholders
results in less than a quorum. If a quorum is present at a
meeting, the affirmative vote of a majority of the shares
represented at the meeting and entitled to vote on any matter
shall be the act of the shareholders unless the vote of a larger
number is required by law or the Articles of Incorporation. If a
quorum is present at the commencement of a meeting but the
withdrawal of shareholders results in less than a quorum, the
affirmative vote of the majority of shares required to constitute
a quorum shall be the act of the shareholders unless the vote of
a larger number is required by law or the Articles of
Incorporation. Any meeting of shareholders, whether or not a
quorum is present, may be adjourned by the vote of a majority of
the shares represented at the meeting.

9. CONSENT OF ABSENTEES. The transactions of any meeting
of shareholders, however called and noticed and wherever held,
are as valid as though had at a meeting duly held after regular
call and notice, if a quorum is present either in person or by
proxy and if, either before or after the meeting, each of the
persons entitled to vote who is not present at the meeting in
person or by proxy signs a written waiver of notice, a consent to
the holding of the meeting or an approval of the minutes of the
meeting. For such purposes a shareholder shall not be considered
present at a meeting if, at the beginning of the meeting, the
shareholder objects to the transaction of any business because
the meeting was not properly called or convened or, with respect
to the consideration of a matter required to be included in the
notice for the meeting which was not so included, the shareholder
expressly objects to such consideration at the meeting.

10. ACTION WITHOUT MEETING. Except as provided below or
by the Articles of Incorporation, any action which may be taken
at any meeting of shareholders may be taken without a meeting and
without prior notice if a consent in writing, setting forth the
action so taken, is signed by the holders of outstanding shares
having no less than the minimum number of votes which would be
necessary to authorize or take such action at a meeting at which
all shares entitled to vote on such action were present and
voted. Unless the consents of all shareholders entitled to vote
have been solicited in writing, the corporation shall give, to
those shareholders entitled to vote who have not consented in
writing, a written notice of (a) any shareholder approval
obtained without a meeting pursuant to those provisions of the
California Corporations Code set forth in Subsection 603(b)(l) of
such Code at least ten (10) days before the consummation of the
action authorized by such approval, and (b) the taking of any
other action approved by shareholders without a meeting, which
notice shall be given promptly after such action is taken.

11. PROXIES. A shareholder may be represented at any
meeting of shareholders by a written proxy signed by the person
entitled to vote or by such person's duly authorized attorney-in-
fact. A proxy must bear a date within eleven (11) months prior to
the meeting, unless the proxy specifies a different length of
time. A revocable proxy is revoked by a writing delivered to the
Secretary of the corporation stating that the proxy is revoked or
by a subsequent proxy executed by, or by attendance at the
meeting and voting in person by, the person executing the proxy.

12. ELECTION INSPECTORS. One or three election
inspectors may be appointed by the Board of Directors in advance
of a meeting of shareholders or at the meeting by the Chairman of
the meeting. If not previously chosen, one or three inspectors
shall be appointed by the Chairman of the meeting if a
shareholder or proxyholder so requests. When inspectors are
appointed at the request of a shareholder or proxyholder, the
majority of shares represented in person or by proxy shall
determine whether one or three inspectors shall be chosen. The
election inspectors shall determine all questions concerning the
existence of a quorum and the right to vote, shall tabulate and
determine the results of voting and shall do all other acts
necessary or helpful to the expeditious and impartial conduct of
the vote. If there are three inspectors, the decision, act or
certificate of a majority of the inspectors is effective as if
made by all.

DIRECTORS
---------

13. POWERS. Subject to limitations of the Articles of
Incorporation, the Bylaws, and the California General Corporation
Law as to action to be authorized or approved by the
shareholders, and subject to the duties of Directors as
prescribed by the Bylaws, all corporate powers shall be exercised
by or under the ultimate direction of, and the business and
affairs of the corporation shall be managed by, the Board of
Directors. Without prejudice to such general powers, but subject
to the same limitations, it is hereby expressly declared that the
Directors shall have the following powers:

(a) To select and remove all of the other
officers, agents and employees of the corporation, prescribe such
powers and duties for them as may be consistent with law, with
the Articles of Incorporation, or the Bylaws, fix their
compensation and require from them security for faithful service.

(b) To conduct, manage and control the
affairs and business of the corporation, and to make such rules
and regulations therefor not inconsistent with law, or with the
Articles of Incorporation, or the Bylaws, as they may deem best.

(c) To change the principal office for the
transaction of the business of the corporation from one location
to another within the same county as provided in Section 1
hereof; to fix and locate from time to time one or more
subsidiary offices of the corporation within or without the State
of California, as provided in Section 2 hereof; to designate any
place within or without the State of California for the holding
of any shareholders' meeting or meetings; and to prescribe the
forms of certificates of stock, and to alter the form of such
certificates from time to time, as in their judgment they may
deem best, provided such certificates shall at all times comply
with the provisions of law.

(d) To authorize the issuance of shares of
capital stock of the corporation from time to time, upon such
terms as may be lawful.

(e) To borrow money and incur indebtedness for
the purposes of the corporation, and to cause to be executed and
delivered therefor, in the corporate name, promissory notes,
bonds, debentures, deeds of trust, mortgages, pledges,
hypothecations, or other evidence of debt and securities
therefor.

14. NUMBER OF DIRECTORS. The authorized number of
Directors of this corporation shall be three (3) until changed by
amendment of the Articles of Incorporation or by a By-Law duly
adopted by the shareholders amending this Section 14.

15. ELECTION, TERM OF OFFICE AND VACANCIES. At each
annual meeting of shareholders, Directors shall be elected to
hold office until the next annual meeting. Each Director,
including a Director elected to fill a vacancy, shall hold office
until the expiration of the term for which the Director was
elected and until a successor has been elected. The Board of
Directors may declare vacant the office of a Director who has
been declared to be of unsound mind by court order or convicted
of a felony. Vacancies on the Board of Directors not caused by
removal may be filled by a majority of the Directors then in
office, regardless of whether they constitute a quorum, or by the
sole remaining Director. The shareholders may elect a Director at
any time to fill any vacancy not filled, or which cannot be
filled, by the Board of Directors.

16. REMOVAL. Except as described below, any or all of
the Directors may be removed without cause if such removal is
approved by the affirmative vote of a majority of the outstanding
shares entitled to vote. Unless the entire Board of Directors is
so removed no Director may be removed if (a) the votes cast
against removal, or not consenting in writing to such removal,
would be sufficient to elect such Director if voted cumulatively
at an election at which the same total number of votes were cast
or, if such action is taken by written consent, all shares
entitled to vote were voted, and (b) the entire number of
Directors authorized at the time of the Director's most recent
election were then being elected.

17. RESIGNATION. Any Director may resign by giving
written notice to the Chairman of the Board, the President, the
Secretary or the Board of Directors. Such resignation shall be
effective when given unless the notice specifies a later time.
The resignation shall be effective regardless of whether it is
accepted by the corporation.

18. COMPENSATION. If the Board of Directors so resolves,
the Directors, including the Chairman of the Board, shall receive
compensation and expenses of attendance for meetings of the Board
of Directors and of committees of the Board. Nothing herein shall
preclude any Director from serving the corporation in another
capacity and receiving compensation for such service.

19. COMMITTEES. The Board of Directors may, by
resolution adopted by a majority of the authorized number of
Directors, designate one or more committees, each consisting of
two or more Directors, to serve at the pleasure of the Board. The
Board may designate one or more Directors as alternate members of
a committee who may replace any absent member at any meeting of
the committee. To the extent permitted by resolution of the Board
of Directors, a committee may exercise all of the authority of
the Board to the extent permitted by Section 311 of the
California Corporations Code.

20. INSPECTION OF RECORDS AND PROPERTIES. Each Director
may inspect all books, records, documents and physical properties
of the corporation and its subsidiaries at any reasonable time.
Inspections may be made either by the Director or the Director's
agent or attorney. The right of inspection includes the right to
copy and make extracts.

21. TIME AND PLACE OF MEETINGS AND TELEPHONE MEETINGS.
Immediately following each annual meeting of shareholders, the
Board of Directors shall hold a regular meeting for the purposes
of organizing the Board, election of officers and the transaction
of other business. The Board may establish by resolution the
times, if any, when other regular meetings of the Board shall be
held. All meetings of Directors shall be held at the principal
executive office of the corporation or at such other place,
within or without California, as shall be designated in the
notice for the meeting or in a resolution of the Board of
Directors. Directors may participate in a meeting through use of
conference telephone or similar communications equipment so long
as all Directors participating in such meeting can hear each
other.

22. CALL. Meetings of the Board of Directors, whether
regular or special, may be called by the Chairman of the Board,
the President, the Secretary, or any Director.

23. NOTICE. Regular meetings of the Board of Directors
may be held without notice if the time of such meetings has been
fixed by the Board. Special meetings shall be held upon four
days' notice by mail or 48 hours' notice delivered personally or
by telephone or telegraph, and regular meetings shall be held
upon similar notice if notice is required for such meetings.
Neither a notice nor a waiver of notice need specify the purpose
of any regular or special meeting. If a meeting is adjourned for
more than 24 hours, notice of the adjourned meeting shall be
given prior to the time of such meeting to the Directors who were
not present at the time of the adjournment.

24. MEETING WITHOUT REGULAR CALL AND NOTICE. The
transactions of any meeting of the Board of Directors, however
called and noticed or wherever held, are as valid as though had
at a meeting duly held after regular call and notice if a quorum
is present and if, either before or after the meeting, each of
the Directors not present signs a written waiver of notice, a
consent to holding the meeting or an approval of the minutes of
the meeting. For such purposes, a Director shall not be
considered present at a meeting if, although in attendance at the
meeting, the Director protests the lack of notice prior to the
meeting or at its commencement.

25. ACTION WITHOUT MEETING. Any action required or
permitted to be taken by the Board of Directors may be taken
without a meeting, if all the members of the Board individually
or collectively consent in writing to such action.

26. QUORUM AND REQUIRED VOTE. A majority of the
Directors then in office shall constitute a quorum for the
transaction of business, provided that unless the authorized
number of Directors is one, the number constituting a quorum
shall not be less than the greater of one-third of the authorized
number of Directors or two Directors.

Except as otherwise provided by Subsection 307(a)(8) of the
California Corporations Code, the Articles of Incorporation or
these Bylaws, every act or decision done or made by a majority of
the Directors present at a meeting duly held at which a quorum is
present is the act of the Board. A meeting at which a quorum is
initially present may continue to transact business
notwithstanding the withdrawal of Directors, if any action taken
is approved by at least a majority of the required quorum for
such meeting. A majority of the Directors present at a meeting
whether or not a quorum is present, may adjourn the meeting to
another time and place.

27. COMMITTEE MEETINGS. The principles set forth in
Sections 21 through 26 of these Bylaws shall apply to committees
of the Board of Directors and to actions by such committees.

28. LOANS. Except as provided by Section 315 of the
California Corporations Code, the vote or written consent of the
holders of a majority of the shares of all classes, regardless of
limitations on voting rights, other than shares held by the
benefitted Director, officer or shareholder, shall be obtained
before this corporation makes any loan of money or property to or
guarantees the obligation of:

(a) Any Director or officer of the corporation,
any Director or officer of any of its parents, or any Director or
officer of any of its subsidiary corporations, directly or
indirectly.

(b) Any person upon the security of the shares
of the corporation or the shares of its parent, unless the loan
or guaranty is otherwise adequately secured.

OFFICERS
--------

29. TITLES AND RELATION TO BOARD OF DIRECTORS. The
officers of the corporation shall include a President, a
Secretary and a Treasurer. The Board of Directors may also choose
a Chairman of the Board and one or more Vice Presidents,
Assistant Secretaries, Assistant Treasurers or other officers.
Any number of offices may be held by the same person and, unless
otherwise determined by the Board, the Chairman of the Board and
President shall be the same person. Ml officers shall perform
their duties and exercise their powers subject to the direction
of the Board of Directors.

30. ELECTION, TERM OF OFFICE AND VACANCIES. At its
regular meeting after each annual meeting of shareholders, the
Board of Directors shall choose the officers of the corporation.
No officer need be a member of the Board of Directors except the
Chairman of the Board. The officers shall hold office until their
successors are chosen, except that the Board of Directors may
remove any officer at any time. If an office becomes vacant for
any reason, the vacancy shall be filled by the Board.

31. RESIGNATION. Any officer may resign at any time upon
written notice to the corporation without prejudice to the
rights, if any, of the corporation under any contract to which
the officer is a party. Such resignation shall be effective when
given unless the notice specifies a later time. The resignation
shall be effective regardless of whether it is accepted by the
corporation.

32. SALARIES. The Board of Directors shall fix the
salaries of the Chairman of the Board and President and may fix
the salaries of other employees of the corporation including the
other officers. If the Board does not fix the salaries of the
other officers, the President shall fix such salaries.

33. CHAIRMAN OF THE BOARD. The Chairman of the Board, if
there shall be such an officer, shall, if present, preside at all
meetings of the Board of Directors, and exercise and perform such
other powers and duties as may be from time to time assigned to
him by the Board of Directors or prescribed by the Bylaws.

34. PRESIDENT (CHIEF EXECUTIVE OFFICER). Unless
otherwise determined by the Board of Directors, the President
shall be the general manager and chief executive officer of the
corporation, shall preside at all meetings of the Board of
Directors and shareholders, shall be ex-officio a member of any
committees of the Board, shall effectuate orders and resolutions
of the Board of Directors and shall exercise such other powers
and perform such other duties as the Board of Directors shall
prescribe.

35. VICE PRESIDENT. In the absence or disability of the
President, the Vice President (or if more than one, the Vice
Presidents in order of their rank as fixed by the Board of
Directors, or if not so ranked, the Vice President designated by
the Board of Directors) or, if none, the Secretary or Treasurer,
shall perform all the duties of the President, and when so acting
shall have all the powers of, and be subject to all the
restrictions upon, the President. The Vice President or, if none,
the Secretary or Treasurer, shall have such other powers and
perform such other duties as from time to time may be prescribed
for them respectively by the Board of Directors or the Bylaws.

36. SECRETARY. The Secretary shall have the following
powers and duties:
(a) Record of Corporate Proceedings. The
Secretary shall attend all meetings of the Board of Directors and
its committees and shall record all votes and the minutes of such
meetings in a book to be kept for that purpose at the principal
executive office of the corporation or at such other place as the
Board of Directors may determine. The Secretary shall keep at the
corporation's principal executive office, if in California, or at
its principal business office in California, if the principal
executive office is not in California, the original or a copy of
the Bylaws, as amended.

(b) Record of Shares. Unless a transfer agent
is appointed by the Board of Directors to keep a share register,
the Secretary shall keep at the principal executive office of the
corporation a share register showing the names of the
shareholders and their addresses, the number and class of shares
held by each, the number and date of certificates issued, and the
number and date of cancellation of each certificate surrendered
for cancellation.
(c) Notices. The Secretary shall give such
notices as may be required by law or these Bylaws.

(d) Additional Powers and Duties. The Secretary
shall exercise such other powers and perform such other duties as
the Board of Directors or President shall prescribe.

37. TREASURER (CHIEF FINANCIAL OFFICER). The Treasurer
of the corporation shall be its chief financial officer. Unless
otherwise determined by the Board of Directors, the Treasurer
shall have custody of the corporate funds and securities and
shall keep adequate and correct accounts of the corporation's
properties and business transactions. The Treasurer shall
disburse such funds of the corporation as may be ordered by the
Board of Directors, taking proper vouchers for such
disbursements, shall render to the President and Directors, at
regular meetings of the Board of Directors or whenever the Board
may require, an account of all transactions and the financial
condition of the corporation and shall exercise such other powers
and perform such other duties as the Board of Directors or
President shall prescribe.

38. OTHER OFFICERS. The other officers (if any) of this
corporation shall perform such duties as may be assigned to them
by the Board of Directors.

SHARES
------

39. CERTIFICATES. A certificate or certificates for
shares of the capital stock of the corporation shall be issued to
each shareholder when any such shares are fully paid up. All such
certificates shall be signed by the Chairman of the Board, the
President or a Vice President and the Secretary or Assistant
Secretary.

40. TRANSFERS OF SHARES OF CAPITAL STOCK. Transfers of
shares shall be made only upon the transfer books of this
corporation, kept at the office of the corporation or transfer
agent designated to transfer such shares, and before a new
certificate is issued, the old certificate shall be surrendered
for cancellation.

41. REGISTERED SHAREHOLDERS. Registered shareholders
only shall be entitled to be treated by the corporation as the
holders in fact of the shares standing in their respective names
and the corporation shall not be bound to recognize any equitable
or other claim to or interest in any share on the part of any
other person, whether or not it shall have express or other
notice thereof, except as expressly provided by the laws of
California.

42. LOST OR DESTROYED CERTIFICATES. The corporation may
cause a new stock certificate to be issued in place of any
certificate previously issued by the corporation alleged to have
been lost, stolen or destroyed. The corporation may, at its
discretion and as a condition precedent to such issuance, require
the owner of such certificate to deliver an affidavit stating
that such certificate was lost, stolen or destroyed, or to give
the corporation a bond or other security sufficient to indemnify
it against any claim that may be made against it, including any
expense or liability, on account of the alleged loss, theft or
destruction or the issuance of a new certificate.

43. RECORD DATE AND CLOSING OF STOCK BOOKS. The Board of
Directors may fix a time, in the future, not more than sixty (60)
nor less than ten (10) days prior to the date of any meeting of
shareholders, or not more than sixty (60) days prior to the date
fixed for the payment of any dividend or distribution, or for the
allotment of rights, or when any change or conversion or exchange
of shares shall go into effect, as a record date for the
determination of the shareholders entitled to notice of and to
vote at any such meeting, or entitled to receive any such
dividend or distribution, or any such allotment of rights, or to
exercise the rights in respect to any such change, conversion, or
exchange of shares, and in such case except as provided by law,
only shareholders of record on the date so fixed shall be
entitled to notice of and to vote at such meeting or to receive
such dividend, distribution, or allotment of rights, or to
exercise such rights, as the case may be, notwithstanding any
transfer of any shares on the books of the corporation after any
record date fixed as aforesaid. A determination of shareholders
of record entitled to notice of or to vote at a meeting of
shareholders shall apply to any adjournment of the meeting unless
the Board of Directors fixes a new record date. The Board of
Directors shall fix a new record date if the adjourned meeting
takes place more than 45 days from the date set for the original
meeting.

44. TRANSFER AGENTS AND REGISTRARS. The Board of
Directors may appoint one or more transfer agents or transfer
clerks, and one or more registrars, who shall be appointed at
such times and places as the requirements of the corporation may
necessitate and the Board of Directors may designate.

AMENDMENTS
----------

45. ADOPTION OF AMENDMENTS. New Bylaws may be adopted or
these Bylaws may be amended or repealed:

(a) At any annual meeting, or other meeting of
the shareholders called for that purpose by the vote of
shareholders holding more than fifty percent (50%) of
the issued and outstanding shares of the corporation; or

(b) Without a meeting, by written consent of
shareholders holding more than fifty percent (50%) of
the issued and outstanding shares of the corporation; or

(c) By a majority of the Directors of the
corporation; provided, however, that a greater vote of
shareholders or Directors shall be necessary if required by law
or by the Articles of Incorporation; and provided, further, that
Section 14 (number of Directors) and this Section 45 shall be
amended or repealed only by the vote or written consent of
shareholders holding not less than a majority of the issued and
outstanding voting shares of the corporation. Section 14 shall
not be amended to reduce the number of Directors below two if the
votes cast against its adoption at a meeting or the shares not
consenting in the case of an action by written consent are equal
to more than sixteen and two-thirds percent (16-2/3%) of the
outstanding shares entitled to vote.

46. RECORD OF AMENDMENTS. Whenever an amendment or new
Bylaw is adopted, it shall be copied in the Book of Bylaws with
the original Bylaws, in the appropriate place. If any Bylaws or
Bylaw is repealed, the fact of repeal with the date of the
meeting at which the repeal was enacted or written assent was
filed shall be stated in said book.

CORPORATE SEAL
--------------
47. FORM OF SEAL. The corporation may adopt and use a
corporate seal but shall not be required to do so. If adopted and
used, the corporate seal shall be circular in form, and shall
have inscribed thereon the name of the corporation, the date of
its incorporation and the word "California

MISCELLANEOUS
-------------

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

49. CONTRACT, ETC., HOW EXECUTED. The Board of
Directors, except as otherwise provided in these Bylaws, may
authorize any officer or officers, or agent or agents, to enter
into any contract or execute any instrument in the name of and on
behalf of the corporation, and such authority may be general or
confined to specific instances; and unless so authorized by the
Board of Directors, no officer, agent or employee shall have any
power or authority to bind the corporation by any contract or
engagement or to pledge its credit or to render it liable for any
purpose or for any amount.

50. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The
Chairman of the Board, the President or any Vice President and
the Secretary or Assistant Secretary of this corporation are
authorized to vote, represent, and exercise on behalf of this
corporation all rights incident to any and all shares of any
other corporation or corporations standing in the name of this
corporation. The authority herein granted to said officers to
vote or represent on behalf of this corporation any and all
shares held by this corporation in any other corporation or
corporations may be exercised either by such officers in person
or by any other person authorized so to do by proxy or power of
attorney duly executed by said officers.

51. INSPECTION OF BYLAWS. The corporation shall keep in
its principal office for the transaction of business the original
or a copy of these Bylaws as amended or otherwise altered to
date, certified by the Secretary, which shall be open to
inspection by the shareholders at all reasonable times during
office hours.

52. ANNUAL REPORT. The annual report to shareholders specified in
Section 1501 of the California Corporations Code is dispensed
with except as the Board of Directors may otherwise determine, so
long as there are less than 100 holders of record of the
corporation's shares. Any such annual report sent to shareholders
shall be sent at least 15 days prior to the next annual meeting
of shareholders.

53. CONSTRUCTION AND DEFINITIONS. Unless the context otherwise
requires, the general provisions, rules and construction, and
definitions contained in the California General Corporation Law
shall govern the construction of these Bylaws. Without limiting
the generality of the foregoing, the masculine gender includes
the feminine and neuter, the singular number includes the plural
and the plural number includes the singular, and the term
"person" includes a corporation as well as a natural person.

SIGNATURES
----------

KNOW ALL MEN BY THESE PRESENTS:

That we, the undersigned, being the Directors of
FIRSTELEVISION.COM, as of the 2nd day of February, 2000, hereby
assent to the foregoing Bylaws and adopt the same as the Bylaws
of the said corporation.

IN WITNESS WHEREOF, we have hereunto subscribed our names the 2nd
day of February,
2000.

By: Agata Gotova
---------------------------
AGATA GOTOVA

[CAPTION]
Exhibit 4

>SPECIMEN OF COMMON STOCK CERTIFICATE

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

THIS CERTIFIES THAT

Is the RECORD HOLDER OF SHARES OF FBI FRESH BURGERS INTERNATIONAL
COMMON STOCK TRANSFERABLE ON THE BOOKS OF THE CORPORATION IN
PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS
CERTIFICATE PROPERLY ENDORSED.

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

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

Dated:

[SEAL OF FBI FRESH BURGERS INTERNATIONAL]

ARTEM GOTOV
-------------------
Artem Gotov, President

Agata Gotova
------------------
AGATA GOTOVA
Secretary

By: Richard M. Day
American Registrar and Transfer Company
Salt Lake City, UT 84107

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

NOTICE: Signature must be guaranteed by a firm which is a member
of a registered national stock exchange, or by a bank (other
than a savings bank)or a trust company.
The following abbreviation, when used in the inscription on the
face of this certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:

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

(Cust) (Minor) JT TEN - as joint tenants with right under
Uniform Gifts to Minors of survivorship and not as

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

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

Dated:

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

[CAPTION]
EXHIBIT 5.1 OPINION OF COUNSEL AND CONSENT

September 12, 2000

Board of Directors
FBI FRESH BURGERS INTERNATIONAL
827 State Street, Suite 26
Santa Barbara, CA 93101

Re: FBI FRESH BURGERS INTERNATIONAL

Gentlemen:

The undersigned is counsel for FBI FRESH BURGERS INTERNATIONAL.
I have been requested to render an opinion on the tradeability of
the 1,000,000 shares of FBI proposed to be sold pursuant the
FBI's Registration Statement on Form SB-2. In rendering this
opinion, I have reviewed FBI's Registration on Form SB-2, company
articles of incorporation and by laws and other corporate
documents. All representations made to me in FBI documents and
by company officers and directors are deemed to be accurate. It
is my opinion that the shares to be issued will be free trading
shares. It is further my opinion that:

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

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

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

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

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

Very truly yours,

Kenneth G. Eade
KENNETH G. EADE

[CAPTION]
EXHIBIT 23.1CONSENT OF INDEPENDENT ACCOUNTANT
I hereby consent to the inclusion of the independent accountant's
report dated August 29, 2000 and the related statements of
income, stockholder's equity, and cash flows for the years then
ended in the Registration Statement on Form SB-2, and any other
references to me in the Registration Statement.

ROGER G. CASTRO
Roger G. Castro
Certified Public Accountant

Oxnard, California
September 13, 2000

EXHIBIT
[CAPTION]
SUBSCRIPTION AGREEMENT
FBI FRESH BURGERS INTERNATIONAL
827 State Street, Suite 14
Santa Barbara, California 93101

Gentlemen:

The undersigned has read and understands the matters set forth in
your prospectus dated November 19, 2000. The undersigned
represents as set forth below and subscribes to purchase
________Shares at $1.00 per Share, for $_______________, subject
to your acceptance of this subscription. There is no minimum
contingency and proceeds may be utilized at the issuer's
discretion. The undersigned, if an individual, is a resident of,
or, if a corporation, partnership or trust, has as its principal
place of business:

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

Dated:______________.

If not an individual:_________________________
Signature

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

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

_________________________
Tax ID Number_________________________
Telefax and Phone Numbers
_________________________
Social Security