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<SEC-DOCUMENT>0001019687-01-000079.txt : 20010124
<SEC-HEADER>0001019687-01-000079.hdr.sgml : 20010124
ACCESSION NUMBER:		0001019687-01-000079
CONFORMED SUBMISSION TYPE:	10SB12G
PUBLIC DOCUMENT COUNT:		6
FILED AS OF DATE:		20010123

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CYBER PUBLIC RELATIONS INC
		CENTRAL INDEX KEY:			0001066923
		STANDARD INDUSTRIAL CLASSIFICATION:	 []

	FILING VALUES:
		FORM TYPE:		10SB12G
		SEC ACT:		
		SEC FILE NUMBER:	000-32249
		FILM NUMBER:		1513341

	BUSINESS ADDRESS:	
		STREET 1:		8260 RYAN ROAD
		STREET 2:		RICHMOND BRITISH COLUMBIA CANADA V7A 2E5
		BUSINESS PHONE:		6042772816

	MAIL ADDRESS:	
		STREET 1:		8260 RYAN ROAD
		STREET 2:		RICHMOND BRITISH COLUMBIA CANADA V7A2E5
</SEC-HEADER>
<DOCUMENT>
<TYPE>10SB12G
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>CYBER PUBLIC RELATIONS, INC.
<TEXT>



                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549




                                   FORM 10-SB




                   GENERAL FORM FOR REGISTRATION OF SECURITIES
                            OF SMALL BUSINESS ISSUERS
        Under section 12(b) or (g) of The Securities Exchange Act of 1934



                          CYBER PUBLIC RELATIONS, INC.
                 (Name of Small Business Issuer in its charter)


         FLORIDA                                               98-0222013
(State or other jurisdiction of                               (IRS Employer
incorporation or organization)                            Identification Number)


                     8260 Ryan Road, Richmond, B.C. V7A 2E5
              (Address of principal executive offices and Zip Code)


         Issuer's telephone number, including area code: (604) 277-2816


     Securities to be registered pursuant to Section 12(b) of the Act: None


        Securities to be registered pursuant to Section 12(g) of the Act:


                    COMMON STOCK, PAR VALUE $0.001 PER SHARE
                                (Title of Class)
<PAGE>

                    CYBER PUBLIC RELATIONS, INC. - FORM 10-SB

Table of Contents                                                           Page
                                     Part I

Item 1.  Description of Business..............................................4

Item 2.  Management's Discussion and Analysis or Plan of Operation............8

Item 3.  Description of Property..............................................16

Item 4.  Security Ownership of Certain Beneficial
                  Owners and Management.......................................16

Item 5.  Directors, Executive Officers, Promoters and Control Persons.........16

Item 6.  Executive Compensation...............................................17

Item 7.  Certain Relationships and Related Transactions.......................17

Item 8.  Description of Securities............................................18

                                     Part II

Item 1.  Market for Common Equity and Related
                  Stockholder Matters.........................................19

Item 2.  Legal Proceedings....................................................20

Item 3.  Changes in and Disagreements with Accountants........................20

Item 4.  Recent Sales of Unregistered Securities..............................20

Item 5.  Indemnification of Directors and Officers............................20

                                    Part F/S

Financial Statements..........................................................22

                                    Part III

Item 1.  Index to Exhibits....................................................34

Item 2.  Description of Exhibits..............................................34

Signatures....................................................................34

                                       2
<PAGE>

FORWARD-LOOKING STATEMENTS

This Form 10-SB contains forward looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 (the "PSLRA"), including, but
not limited to statements related to the Company's business objectives and
strategy. Such forward-looking statements are based on current expectations,
estimates and projections about the Company's industry, management beliefs, and
certain assumptions made by the Company's management. Words such as
"anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates,"
variations of such words and similar expressions are intended to identify such
forward-looking statements. These statements are not guarantees of future
performance and are subject to certain risks, uncertainties and assumptions that
are difficult to predict; therefore, actual results may differ materially from
those expressed, forecasted, or contemplated by any such forward- looking
statements. The PSLRA does not apply to initial public offerings.

Factors that could cause actual events or results to differ materially include,
among others, the following: market acceptance of the Internet as a medium for
consumers to obtain telecommunications products, the Company's ability to
acquire and develop quality products on an ongoing basis, intense competition
from other E-commerce websites over the Internet, the Company's early state of
development, delays or errors in the Company's ability to effect electronic
commerce transactions, potential liability for defamation, negligence,
intellectual property infringement, and other risks inherent in the
telecommunications and high tech industry and associated with doing business
over the Internet. See, "Management's Discussion and Analysis or Plan of
Operation -- Factors That May Affect Future Results and Market Price of Stock."
Given these uncertainties, investors are cautioned not to place undue reliance
on any such forward-looking statements.

Unless required by law, the Company undertakes no obligation to update publicly
any forward-looking statements, whether as a result of new information, future
events or otherwise. However, readers should carefully review the risk factors
set forth in other reports or documents the Company files from time to time with
the Securities and Exchange Commission, particularly the Annual Reports on Form
10-KSB, the Quarterly Reports on Form 10-QSB and any Current Reports on Form
8-K.

Cyber Public Relations, Inc. (the "Company") is voluntarily filing this Form
10-SB registration statement in order to make information concerning its
business plan, including financials, as required by the Securities and Exchange
Commission ("SEC") available to the public and its existing and potential
investors. The Company intends to continue to file the interim and periodic
reports as required under the Exchange Act of 1934, as amended ("Exchange Act"),
in order to stay in compliance with the listing requirements and those of the
SEC for reporting companies and publicly traded securities. It is Management's
intent for the Company to be listed for trading on the OTC Electronic Bulletin
Board. Under the current NASD rules, in order to become listed on the OTC
Electronic Bulletin Board, a company now must be a reporting company under the
Securities Act of 1934.

                                       3
<PAGE>

                                     PART I

ITEM 1.    DESCRIPTION OF BUSINESS

BUSINESS OF THE ISSUER
- ----------------------

Cyber Public Relations, Inc. (the "Company") was incorporated in the State of
Florida on June 29, 1998, for the purpose of providing internet electronic
commerce ("E-commerce") consulting services to small and medium size businesses.
The Company is currently doing business on the Internet under the name
Galaxyblue Jewelry (www.galaxyblue.com).

The Company's Articles of Incorporation provided for authorized capital of one
hundred and ten million (110,000,000) shares of which one hundred million
(100,000,000) are $0.001 par value Common Stock and ten million (10,000,000) are
$0.001 par value preferred stock.

There have been no bankruptcy, receiverships, or similar proceedings by or
against the Company. There has been no material reclassification, merger,
consolidation, or purchase or sale of any significant asset(s).

BUSINESS DEVELOPMENT
- --------------------

Though in its developmental stage, the Company has refined a business model that
will provide complete E-commerce solutions to small and medium sized businesses.
The Company has divided its operations into two divisions:

1.       Product Development (in-house and via acquisitions)
2.       Consulting and Hosting Services

PRODUCT DEVELOPMENT DIVISION
- ----------------------------

The Company is currently doing business over the Internet as Galaxyblue Jewelry
(www.galaxyblue.com), and intends to acquire and develop additional
complementary and other products to sell online.

Galaxyblue is the Company's first product development project. It is a small
business enterprise selling hand made jewelry (rings, bracelets, hair clips,
necklaces, etc.) over the Internet. Galaxyblue's catalogue includes over 75
products and is available to the public both online and via regular mail. The
Company has developed an online cartoon character spokesperson and an
interactive website that it intends to evolve into an electronic magazine.

By taking small businesses such as Galaxyblue and applying E-commerce
applications to its business strategy, the Company has created both a marketing
tool for its Consulting Division, and a source of revenue for the Company.

The Company intends to continue to acquire and develop small businesses like
Galaxyblue to add to its product development portfolio. The Company believes the
revenues it will be able to generate from the Product Development Division will
help sustain the Company while it identifies its target markets and prepares
financing for the launch of its Consulting Division.

                                       4
<PAGE>

CONSULTING AND HOSTING SERVICES DIVISION
- ----------------------------------------

The Company plans to provide a combination of consulting and related services to
small and medium size businesses enabling them to effectively engage in
E-commerce. The Company will design websites and implement electronic commerce
applications for their customers' Internet websites, with the primary focus
being online shopping and business-to-business trade via the Internet.

The Company's consulting services are expected to include:

o        Complete design, construction, and/or enhancement of virtual web pages.
o        Virtual web page hosting for each of the businesses.
o        Combination of virtual web page construction and hosting operations
         that create an effective electronic commerce platform.
o        Continue the business relationship with each client by providing
         updates, edits, refitting, and promoting product lines, as well as
         continued expanding services as the clients' business grows, or changes
         in E-commerce occur.

As different industries and businesses may require different levels of
assistance, the Company plans to maintain its focus on customer service with
each client on an individual basis. In providing its host of E-commerce services
to small and medium size businesses, the Company will specifically focus on the
clients' industry requirements and take into account Internet law/regulations,
privacy and general security on the Internet, secure transactions, and digital
authentication, as well as Internet marketing concepts and strategies.

The Company has based its business model on the belief that E-commerce, via the
Internet, has reached a stage at which both suppliers and buyers are equipped to
execute transactions on-line, on a consistent basis, with the volume necessary
to conduct a viable business environment. In addition, the market has produced
hardware and application software that now allows users to conduct E-commerce
transactions with relative ease while importantly maintaining effective measures
of security. The Company believes consumers have been adequately educated to
navigate the World-Wide-Web (Internet) and now, in general, feel comfortable
shopping on-line for a wide variety of goods and services. These developments
have opened the door for businesses, including this Company, to begin plying
their trade via the Internet.

MARKETING STRATEGY
- ------------------

The Company plans to use ad banners, links, and other internet advertising
strategies, in addition to traditional magazine and direct mail advertising, to
drive customers to their Galaxyblue website and to create brand recognition.
Cyber Public Relations intends to create a web ring, connecting all the sites in
the Company's product development portfolio, thereby increasing the potential
customer base of each individual website. The success of the Company's web ring
will be used as a model to assist in marketing the Company's consulting
services.

                                       5
<PAGE>

The Company has developed a three-phase plan for marketing fully functional
E-commerce consulting services once this division is ready to be launched. The
service will be targeted to small to medium size companies looking to sell their
products and/or services over the Internet. In its first phase of marketing, the
Company will focus on defined markets within the Northwestern United States and
Southwestern Canada. The Company believes that by staying in defined areas,
while in the first phase of marketing, it will increase the potential to build
up a loyal clientele. In addition, it will allow the Company to create a strong
reputation by providing personal and accessible service to each business,
thereby further promoting the Company's success. The Company will be able to
better gauge advertising success by initially operating within these defined
areas. The second phase of marketing will likely include advertising and
promotion to expand throughout the Northwestern United States and Southwestern
Canada region. If, and when, it becomes successful with its second phase of
marketing, the Company may initiate the third phase of marketing sales that will
look to expand its presence across North America, Canada, and even possibly into
international sales.

The specific sales targets of the Company's marketing campaign will include
small to medium size businesses within the following sectors; retail goods and
services, light industry (for order placements and confirmations), industry
support services (i.e. travel insurance, real estate tracking, trade services)
as well as Internet advertisement providers. The Company believes targeting this
market will be beneficial since the majority of the potential client base (small
to medium size companies) have already identified the need for E-commerce
solutions, but for a variety of reasons have not set up their company on the
Internet, or have only at most set up a web-page, but have little else.
Throughout its marketing campaign, the Company will focus on potential clients
that have an understanding or are willing to learn more about the potential the
Internet can provide. Marketing the cost of providing an E-commerce solution to
potential clients, within the targeted market, will be accomplished by examining
earnings potential with fully functional E-commerce operations as provided by
the Company and the investment required by the client to render the services.

COMPETITION
- -----------

Competition directly impacting the Company's business model may include, but not
be limited to, companies already established as computer consulting firms,
Internet service providers, web designers and hosting companies, as well as
independent software consultants and engineers. Some of the largest competitors
in the industry include the likes of Amazon.com, Broadvision, Inc., Sterling
Commerce, Harbinger Corp., Microsoft, Peoplesoft, and USWeb Corp. These are only
a few of the companies involved in E-commerce operations, and the Company
recognizes several others that are already established, or are strategically
positioning themselves to enter the marketplace of E-commerce. With this
knowledge, the Company has directed its business model to effectively market
their services to small to medium size businesses, thereby positioning the
Company just below the larger competitors in the marketplace. The Company
believes the strategic advantage this provides is the ability to promote the
Company's business model, while providing flexibility and personal service no
matter what the client's industry sector or business may be.

                                       6
<PAGE>

RAW MATERIALS
- -------------

As Galaxyblue Jewelry, the Company relies on a number of different jewelry
findings suppliers to deliver component parts in a timely fashion. The Company
has not, in the past, had any problems with supply or deliverability of
materials. However, should one or more suppliers be unable to ship component
parts, the Company believes it would be able to compensate with alternative
suppliers without detriment to the normal business operations of Galaxyblue
Jewelry.

The Company does not rely on any one or more raw materials or raw material
suppliers for its other divisions.

CUSTOMERS
- ---------

As Galaxyblue Jewelry, the Company has relied primarily on one customer, Hills
of Kerrisdale, for the majority of its sales. The Company hopes to diversify
it's customer base by increasing online sales, thereby decreasing the Company's
dependence on its current major customer.

In the Company's other area of business, e-commerce solutions consulting
services, Company currently does not rely on one or a few customers to continue
business nor does the Company believe such a dependency shall evolve in the
future.

PATENTS
- -------

The Company has no patents, nor is it in the process of trying to obtain any
patents at this time.

GOVERNMENT REGULATIONS
- ----------------------

The Company is not currently subject to direct federal, state, or local
regulation in the United States other than regulations applicable to businesses
generally or directly applicable to electronic commerce. However, because the
Internet is becoming increasingly popular, it is possible that a number of laws
and regulations may be adopted in the United States with respect to the
Internet. These laws may cover issues such as user privacy, freedom of
expression, pricing, content and quality of products and services, taxation,
advertising, intellectual property rights, and information security.
Furthermore, the growth of electronic commerce may prompt calls for more
stringent consumer protection laws. Several states have proposed legislation to
limit the use of personal user information gathered online or require online
services to establish privacy policies. The Federal Trade Commission has
indicated that it may propose legislation on this issue to Congress in the near
future and has initiated action against at least one online service regarding
the manner in which personal information was collected from users and provided
to third parties. The adoption of such consumer protection law could create
uncertainty in Internet usage and reduce the demand for all products and
services. The Company does not provide customer information to third parties
and, therefore, does not anticipate any current or proposed legislation relating
to online privacy to directly affect its activities to a material extent.

                                       7
<PAGE>

The Company is not certain how its business may be affected by the application
of existing laws governing issues such as property ownership, copyrights,
encryption, and other intellectual property issues, taxation, libel, obscenity,
and export or import matters. The vast majority of those laws were adopted prior
to the advent of the Internet. As a result, they do not contemplate or address
the unique issues of the Internet and related technologies. Changes in laws
intended to address such issues could possibly create uncertainty in the
Internet marketplace. That uncertainty could reduce demand for the Company's
products or services or increase the cost of doing business as a result of
litigation costs or increased service delivery costs.

EMPLOYEES
- ---------

Currently, the Company has no employees other than the principals. However,
additional staff will be added, as the success of the business demands it.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS PLAN OF OPERATION

The following discussion contains forward-looking statements that are subject to
significant risks and uncertainties. There are several important factors that
could cause actual results to differ materially from historical results and
percentages and results anticipated by the forward-looking statements. The
Company has sought to identify the most significant risks to its business, but
cannot predict whether or to what extent any of such risks may be realized nor
can there be any assurance that the Company has identified all possible risks
that might arise. Investors should carefully consider all of such risks before
making an investment decision with respect to the Company's stock. In
particular, investors should refer to the section entitled, "Factors that May
Affect Future Results and Market Price of Stock". PLAN OF OPERATIONDuring the
next twelve months, the Company's plans include the following:

1.       Testing the Company's business model by applying and implementing
         e-commerce solutions and marketing strategies to Galaxyblue Jewelry.

2.       Develop and refine its services and identify markets for these
         services.

RESULT OF OPERATIONS
- --------------------

The Company completed the design of a website, www.galaxyblue.com, as the first
step towards testing its E-commerce business model.

Galaxyblue Jewelry consists of necklaces, hairclips, bracelets and rings made by
hand from nickel plated brass findings adorned with genuine Swarovski Austrian
crystals. The products are targeted towards females age 16 to 35, with
individual pieces ranging in price from $20 to $200. The Jewelry business was

                                       8
<PAGE>

started in 1998 and since that time has earned modest revenues from sales, but
has yet to make a profit. The Company designed and implemented a fully
functional, interactive website of Galaxyblue's jewelry products. The Company
has also designed and developed Shred Betty, Galaxyblue's virtual spokesperson
whom the Company plans to use to create brand recognition.

The Company believes small businesses like Galaxyblue Jewelry will be their
target market once consulting operations are launched. It is the Company's
strategy in the next twelve months to make galaxyblue.com a successful
E-commerce website that can be shown to potential clients as an example of the
E-commerce solutions the Company will be able to provide. The Company also plans
to seek out, acquire and develop websites for complementary products that it can
add to its Product Development/Marketing portfolio..

In addition to providing a marketing tool for the Company as it seeks to
identify markets and clients, the Company believes Galaxyblue Jewelry will
provide a modest source of revenue.

FUTURE OPERATIONS
- -----------------

In the next twelve months, the Company plans to add to its product development
portfolio by seeking out small businesses with products complementary to
Galaxyblue's product offerings to acquire; and to develop such small business
ideas and products in house. The Company plans to create a web ring of
complementary, interconnected, fully functional e-commerce websites; building
brand recognition and a proven reputation.

The Company also plans to continue its market research into identifying the
target markets and a potential clientele for its Consulting Services Division. A
full launch of this division will depend upon the process of the Company's
product development division. The Company plans to use the success of this
division as a key part of a marketing strategy to launch the Company's
Consulting Services.

Because the Company remains essentially a start-up development company with
limited capital resources, it may be necessary for the President to either
advance funds to the Company, or to accrue expenses until such time as an
additional financing can be made. Management intends to hold expenses to a
minimum and to obtain services on a contingency basis when possible until the
Company's product development and marketing reaches a point when additional
financing will be possible. Further, the Company's President and sole Director
will defer any cash compensation until such time as the Company begins to earn
revenues from operations. The Company does anticipate immediate, although modest
revenues from operations from its Galaxyblue website.

It is clear to the Company that present funding is not sufficient for the full
launch of its consulting services operations, and that it must interest
investors in one or more secondary capital formation programs before it can
launch this area of its business strategy.

Management is now engaged in evaluating the feasibility of further limited
offerings or private placements, whether to develop a program for investors
involving royalties or profit participation in actual product sales, with
investments tied to specific products, or whether to attempt to register
securities for sale, pursuant to Section 5 of the Securities Act of 1933. It is
the conclusion of management that significant additional capital formation is
necessary to fully launch operations successfully.

                                       9
<PAGE>

The Company does not intend to use any employees, with the possible exception of
part-time clerical assistance on an as-needed basis, until the Company begins to
earn revenues from operations. Outside advisors or consultants will be used only
if they can be obtained for a minimal cost or on a deferred payment basis.
Management is confident that it will be able to operate in this manner as it
continues to develop its business during the next twelve months.

CASH REQUIREMENTS AND NEED FOR ADDITIONAL FUNDS
- -----------------------------------------------

The Company anticipates no substantial cash requirements for the next twelve
months. It is the opinion of management that $100,000 would be required to
launch operations in the next twelve months, although this is highly dependent
on the success of the Company's initial product development and acquisition
strategies.

The Company believes it can sustain operations for the next twelve months,
including compliance with all reporting requirements by maintaining its self
sufficiency, and by relying on the President to advance funds to the Company
until revenues that can sustain operations can be achieved. The Company does not
believe substantial funds will be required until it is ready to launch the
operation of its Internet Consulting marketing strategy. Required management,
legal and professional services for the next twelve months are believed capable
of being secured for deferred payment or payment in new investment shares of
common stock. The exception to the previous statement is that the Company's
Auditor cannot lawfully or properly be compensated otherwise than by payment for
services in cash as billed by such independent auditor. This cash requirement is
foreseen to be not less than $4,000.00 nor more than $10,000.00 during the next
twelve months. This minimal funding will be obtained by borrowing, possibly with
a guarantee from its officers, directors or principal shareholder. There is no
assurance possible that even these minimal requirements for cash can be met. The
failure to maintain current auditing of the corporate affairs would result in
the failure to meet the Company's intention to file periodic reports,
voluntarily or otherwise, at the close of its next fiscal year. The expenses of
its audit, legal and professional requirements, may be advanced by management.
No significant cash or funds are required for Management to evaluate possible
transactions. No such activity is expected for at least the next six months.

While the Company has disclosed the results of such a contingency, it does not
anticipate any such contingency upon which the Company would voluntarily cease
filing reports with the SEC, even though it might cease to be required to do so
under current rules. It is in the Company's compelling interest to be a
reporting company and to report its affairs quarterly, annually and currently,
as the case may be, generally to provide accessible public information to
interested parties, and also specifically to maintain its qualification for the
OTCBB, if and when the Registrant's intended application for submission be
effective. Capital formation programs cannot be approached responsibly without
maintenance of the Company's reporting status.

                                       10
<PAGE>

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
- ----------------------------------------------

OPERATIONS AND RESULTS FOR THE PAST TWO FISCAL YEARS: The Company was
incorporated on June 28, 1998 and has yet to launch operations. Activity during
the past year has been confined to testing the viability of the Company's
business model and the identification of markets and development of products.

FUTURE PROSPECTS: The Company is unable to predict when it may launch intended
operations, or failing to do so, when and if it may elect to participate in a
business acquisition opportunity. The reason for this uncertainty arises from
its limited resources, and competitive disadvantage to other public or
semi-public issuers, and new uncertainties about compliance with NASD
requirements for trading on the OTCBB. Notwithstanding the conditions, the
Company expects to develop a capital formation strategy and launch operations
during the next twelve to eighteen months, if the Company can effect quotation
of its common stock on the OTCBB.

REVERSE ACQUISITION CANDIDATE: The Company is not currently searching for a
profitable business opportunity. This contingency is disclosed for the
possibility that the Company's intended business might fail. The Company is not
presently a reverse acquisition candidate. Should the Company's business fail,
management does not believe the Company would be able to effectively, under
current laws and regulations, attract capital, and would be required to seek
such an acquisition to achieve profitability for shareholders.

FACTORS THAT MAY AFFECT FUTURE RESULTS AND MARKET PRICE OF STOCK.
- -----------------------------------------------------------------

The business of the Company involves a number of risks and uncertainties that
could cause actual results to differ materially from results projected in any
forward-looking statement, or statements, made in this report. These risks and
uncertainties include, but are not necessarily limited to the risks set forth
below. The Company's securities are speculative and investment in the Company's
securities involves a high degree of risk and the possibility that the investor
will suffer the loss of the entire amount invested.

NO OPERATING HISTORY; POTENTIAL OF INCREASED EXPENSES.

The Company was organized in 1998, and has no operating history upon which an
evaluation of its business and prospects can be based.

There can be no assurance that the Company will be profitable on a quarterly or
annual basis. In addition, as the Company expands its business network and
marketing operations it will likely need to increase its operating expenses,
broaden its customer support capabilities, and increase its administrative
resources.

POSSIBLE NEED FOR ADDITIONAL FINANCING.

It is possible that revenues from the Company's operations may not be sufficient
to finance its initial operating cost to reach breakeven. If this were to occur,
the Company would need to raise or find additional capital. While the Company
expects to be able to meet its financial obligations for approximately the next
twelve months, there is no assurance that, after such period, the Company will
be operating profitably. If they are not, there can be no assurance that any

                                       11
<PAGE>

required capital will be obtained on terms favorable to the Company. Failure to
obtain adequate additional capital on favorable terms could result in
significant delays in the expansion of new services and market share and could
even result in the substantial curtailment of existing operations and services
to clients.

UNPREDICTABILITY OF FUTURE REVENUES; POTENTIAL FLUCTUATIONS IN QUARTERLY
RESULTS.

As a result of the Company's lack of operating history and the emerging nature
of the market in which it competes, the Company is unable to forecast its
revenues accurately. The Company's current and future expense levels are based
largely on its investment/operating plans and estimates of future revenue and
are to a large extent based on the Company's own estimates. Sales and operating
results generally depend on the volume of, timing of, and ability to obtain
customers, orders for services received, and revenues therefrom generated. These
are, by their nature, difficult at best to forecast.

The Company may be unable to adjust spending in a timely manner to compensate
for any unexpected revenue shortfall or delay. Accordingly, any significant
shortfall or delay in revenue in relation to the Company's planned expenditures
would have an immediate adverse affect on the Company's business, financial
condition, and results of operations. Further, in response to changes in the
competitive environment, the Company may from time to time make certain pricing,
service, or marketing decisions that could have a material adverse effect on the
Company's business, financial condition, operating results, and cash flows.

DEVELOPING MARKET; ACCEPTANCE OF THE INTERNET AS A MEDIUM FOR COMMERCE JUST NOW
BEING PROVEN.

The Company's long-term viability is substantially dependent upon the continued
widespread acceptance and use of the Internet as a medium for business commerce,
in terms of the sales of both products and services to businesses and
individuals. The use of the Internet as a means of business sales and commerce
is has only recently reached a point where many companies are making reasonable
profits from their endeavors therein, and there can be no assurance that this
trend will continue.

The Internet has experienced, and is expected to continue to experience,
significant growth in the number of users and amount of traffic. There can be no
assurance that the Internet infrastructure will continue to be able to support
the demands placed on it by this continued growth. In addition, delays in the
development or adoption of new standards and protocols to handle increased
levels of Internet activity or increased governmental regulation could slow or
stop the growth of the Internet as a viable medium for business commerce.
Moreover, critical issues concerning the commercial use of the Internet
(including security, reliability, accessibility and quality of service) remain
unresolved and may adversely affect the growth of Internet use or the
attractiveness of its use for business commerce.

                                       12
<PAGE>

The failure of the necessary infrastructure to further develop in a timely
manner, or the failure of the Internet to continue to develop rapidly as a valid
medium for business would have a material adverse effect on the Company's
business, financial condition, operating results, and cash flows.

UNPROVEN ACCEPTANCE OF THE COMPANY'S SERVICES AND/OR PRODUCTS.

The Company is still in its development stage. As a result, it does not know
with any certainty whether its services and/or products will be accepted within
the business marketplace. If the Company's services and/or products prove to be
unsuccessful within the marketplace, or if the Company fails to attain market
acceptance, it could materially adversely affect the Company's financial
condition, operating results, and cash flows.

DEPENDENCE ON KEY PERSONNEL.

The Company's performance and operating results are substantially dependent on
the continued service and performance of its officer and directors. The Company
intends to hire additional technical, sales, and other personnel as they move
forward with their business model. Competition for such personnel is intense,
and there can be no assurance that the Company can retain its key technical
employees, or that it will be able to attract or retain highly qualified
technical and managerial personnel in the future. The loss of the services of
any of the Company's key employees or the inability to attract and retain the
necessary technical, sales, and other personnel could have a material adverse
effect upon the Company's business, financial condition, operating results, and
cash flows. The Company does not currently maintain "key man" insurance for any
of its key employees.

LIABILITY FOR INFORMATION DISPLAYED ON THE COMPANY'S INTERNET WEB SITES.

The Company may be subjected to claims for defamation, negligence, copyright, or
trademark infringement and various other claims relating to the nature and
content of materials it publishes on its Internet Web site, or those set up for
its clients. These types of claims have been brought, sometimes successfully,
against online businesses in the past. The Company could also face claims based
on the content that is accessible from its own, or its clients', Internet Web
sites through links to other Web sites.

DEPENDENCE ON CONTINUED GROWTH IN USE OF THE INTERNET.

The success of the Company's business depends, in part, on
continued acceptance and growth in the use of the Internet for business commerce
and would suffer if Internet usage does not continue to grow. Internet usage may
be inhibited for a number of reasons, such as:

o        Inadequate network infrastructure.
o        Security concerns.
o        Inconsistent quality of service.
o        Lack of available cost-effective, high-speed service.
o        The adoption of new standards or protocols for the Internet.
o        Changes or increases in government regulation.

                                       13
<PAGE>

Online companies have experienced interruptions in their services as a result of
outages and other delays occurring due to problems with the Internet network
infrastructure, disruptions in Internet access provided by third-party providers
or failure of third party providers to handle higher volumes of user traffic. If
Internet usage grows, the Internet infrastructure or third-party service
providers may be unable to support the increased demands which may result in a
decline of performance, reliability or ability to access the Internet. If
outages or delays frequently occur in the future, Internet usage, as well as
usage of the Company's Internet Web-sites, could grow more slowly or
decline.

RELIANCE ON OTHER THIRD PARTIES.

The Company's and its clients' operations may depend, to a significant degree,
on a number of other third parties, including but not limited to ISPs. The
Company has no effective control over these third parties and no long-term
contractual relationships with any of them. From time to time, the Company
and/or its clients could experience temporary interruptions in their Internet
Web-site connections and related communications access. Continuous or prolonged
interruptions in the Internet Web-site connections or communications access
would have a material adverse effect on the Company's business, financial
condition and results of operations. Most agreements with ISPs place certain
limits on a company's ability to obtain damages from the service providers for
failure to maintain the company's connection to the Internet.

COMPETITION.

The E-commerce solutions market in which the Company will operate is very
competitive. Many competitors have substantially greater, financial, technical,
marketing, and distribution resources than the Company.

In the all its markets, the Company competes against a large number of companies
of varying sizes and resources. There are an increasing number of competitive
services and products offered by a growing number of companies. Increased
competition in any service or product area may result in a loss of a client,
reduction in sales revenue, or additional price competition, any of which could
have a material adverse effect on the Company's operating results. In addition,
existing competitors may continue to broaden their service and/or product lines
and other potential competitors may enter or increase their presence in the
E-commerce, resulting in greater competition for the Company.

Most of the Company's current and potential competitors have
substantially longer operating histories, larger customer bases, greater name
and service recognition, and significantly greater financial, marketing, and
other resources than the Company. In addition, competitors may be acquired by,
receive investments from or enter into other commercial relationships with
larger, well- established and well-financed companies as the use of the Internet
and other online services increases. Many of the Company's competitors may be
able to respond more quickly to changes in customer preferences/needs, devote
greater resources to marketing and promotional campaigns, adopt more aggressive
pricing policies and devote substantially more resources to Internet site and
systems development than the Company.

                                       14
<PAGE>

It is possible that new competitors or alliances among competitors may emerge
and rapidly acquire market share. Increased competition may result in reduced
operating margins and/or loss of market share, either of which could materially
adversely affect the Company's business, results of operations and financial
condition. There can be no assurance that the Company will be able to compete
successfully against current or future competitors or alliances of such
competitors, or that competitive pressures faced by the Company will not
materially adversely affect its business, financial condition, operating results
and cash flows.

RISKS OF POTENTIAL GOVERNMENT REGULATION AND OTHER LEGAL UNCERTAINTIES RELATING
TO THE INTERNET.

The Company is not currently subject to direct federal, state, or local
regulation in the United States and Canada other than regulations applicable to
businesses generally or directly applicable to electronic commerce. However,
because the Internet is becoming increasingly popular, it is possible that a
number of laws and regulations may be adopted with respect to the Internet.
These laws may cover issues such as user privacy, freedom of expression,
pricing, content, and quality of products and services, taxation, advertising,
intellectual property rights and information security. Furthermore, the growth
of electronic commerce may prompt calls for more stringent consumer protection
laws. The adoption of such consumer protection laws could create uncertainty in
Internet usage and reduce the demand for all products and services.

In addition, the Company is not certain how its business may be affected by the
application of existing laws governing issues such as property ownership,
copyrights, encryption, and other intellectual property issues, taxation, libel,
obscenity, and export or import matters. It is possible that future applications
of these laws to the Company's business could reduce demand for its products and
services or increase the cost of doing business as a result of litigation costs
or increased service delivery costs.

Because the Company's services will likely be available over the Internet in
multiple states, and possibly foreign countries, other jurisdictions may claim
that the Company is required to qualify to do business and pay taxes in each
state or foreign country. The Company's failure to qualify in other
jurisdictions when it is required to do so could subject the Company to
penalties and could restrict the Company's ability to enforce contracts in those
jurisdictions. The application of laws or regulations from jurisdictions whose
laws do not currently apply to the Company's business may have a material
adverse affect on its business, results of operations and financial condition.

INTELLECTUAL PROPERTY RIGHTS.

As part of its confidentiality procedures, the Company expects to enter into
nondisclosure and confidentiality agreements with its key employees, and any
consultants and/or business partners and will limit access to and distribution
of its technology, documentation, and other proprietary information.

                                       15
<PAGE>

Despite the Company's efforts to protect any intellectual property rights it may
have, unauthorized third parties, including competitors, may from time to time
copy or reverse-engineer certain portions of the Company's technology and use
such information to create competitive services and/or products.It is possible
that the scope, validity, and/or enforceability of the Company's intellectual
property rights could be challenged by other parties, including competitors. The
results of such challenges before administrative bodies or courts depend on many
factors which cannot be accurately assessed at this time. Unfavorable decisions
by such administrative bodies or courts could have a negative impact on the
Company's intellectual property rights. Any such challenges, whether with or
without merit, could be time consuming, result in costly litigation and
diversion of resources, and cause service or product delays. If such events
should occur, the Company's business, operating results and financial condition
could be materially adversely affected.


ITEM 3. DESCRIPTION OF PROPERTY

The Company is currently operating out of premises owned by the President's
father at 8260 Ryan Road, Richmond, B.C., V7A 2E5. The space is being used by
the Company free of charge. The Company believes these facilities will be
adequate for its current requirements.

The Company's future plans will likely require additional space as its business
plan progresses. If, and when, this should occur, the Company will look into
expansion via "satellite" offices into target markets that will be able to
financially support the additional office space and manpower required.


ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information, to the best knowledge of the Company
as of January 10, 2001, with respect to each person known by the Company to own
beneficially more than 5% of the Company's outstanding Common Stock, each
director of the Company and all directors and officers of the Company as a
group.

NAME                                                       BENEFICIAL OWNERSHIP
PERCENT                                                    NUMBER

EXECUTIVE OFFICERS AND DIRECTORS
- --------------------------------

Maria Trinh
President                                                     2,000,000
91%


ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following are the directors and officers of the Company at July 15, 2000:

NAME                      AGE          TITLE

Maria Trinh               32           President, Secretary, Treasurer, Director

                                       16
<PAGE>

All Directors hold office until the next annual meeting of shareholders or the
election and qualification of their successors.

No director, Officer, affiliate or promoter of the Company has, within the past
five years, filed any bankruptcy petition, been convicted in or been the subject
of any pending criminal proceedings, or is any such person the subject or any
order, judgment or decree involving the violation of any state or federal
securities laws.

The business experience of the person listed above during the past five years is
as follows:

Maria Trinh
EFFECTIVE:  JUNE 29, 1998.  PRESIDENT
- -------------------------------------

Maria Trinh graduated from the University of British Columbia with a Fine Arts
Degree in 1991. In 1995 she worked for Advanced Cultural Technologies, a
software development Company in Vancouver, B.C. For the past five years she has
been a free-lance artist, taking up jewelry design in early 1998 commensurate
with the founding of Galaxyblue Jewelry. As a small business owner, Ms. Trinh
saw the need and the potential in helping to bring e-commerce solutions to small
and medium sized businesses. Since the inception of the Company, Ms. Trinh has
been working on developing a viable E-commerce solutions business model.


ITEM 6. EXECUTIVE COMPENSATION

The Company has not had a bonus, profit sharing, or deferred compensation plan
for the benefit of its employees, officers or directors. The Company has not
paid any salaries or other compensation above $100,000 to its officers,
directors or employees since inception. Further, the Company has not entered
into an employment agreement with any of its officers, directors or any other
persons and no such agreements are anticipated in the immediate future. It is
intended that the Company's directors will defer any further compensation until
such time as the Company begins to earn revenues from operations.


ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the Company's last two fiscal years, there have not been any transactions
between the Company and any officer, director, nominee for election as director,
or any shareholder owning greater than five percent (5%) of the Company's
outstanding shares, nor any member of the Company's officers or directors
immediate family, except as follows:

                                       17
<PAGE>

On or about July 5, 1998, the Company approved the issuance of 2,000,000 shares
of its common stock to Maria Trinh for services rendered in the amount of
$20,000. The terms of this transaction were determined by the Board of
Directors. At the time there were no other stockholders. These shares are
restricted since they were issued in compliance with the exemption from
registration provided by Section 4(2) of the Securities Act of 1933, as amended.
After these shares have been held for one (1) year, the director, noted above,
could sell, in a given period, shares based on 1% of the outstanding stock of
the Company. Therefore, these shares cannot be sold except in compliance with
the provisions of Rule 144. The share certificates registered to the above
director has had a legend affixed to it restricting its sale.

On or about October 10, 2000, the Company approved the issuance of 100,000
shares of common stock to Thomas Braun for legal services rendered, and 50,000
shares of common stock to Anna Trinh for research and managerial services
rendered. Thomas Braun is the husband of the President and sole director, Maria
Trinh, and Anna Trinh is the President's sister. The terms of these transactions
were determined by the Board of Directors, as majority shareholder of the
Company. These shares are restricted since they were issued in compliance with
the exemption from registration provided by Rule 701 of the Securities Act of
1933, as amended and therefore these shares cannot be sold except in compliance
with the provisions of Rule 144. The share certificates registered in the names
of the above persons have had a legend affixed to them restricting their sale.


ITEM 8. DESCRIPTION OF SECURITIES

The authorized capital stock of the Company consists of one hundred million
(100,000,000) shares of Common Stock and ten million (10,000,000) shares of
Preferred Stock. The following summary of certain provisions of the Common Stock
and the Preferred Stock of the Company does not purport to be complete and is
subject to, and qualified in its entirety by, the Articles of Incorporation and
Bylaws of the Company that are included as exhibits to this Form 10-SB and by
the provisions of applicable law.

COMMON STOCK
- ------------

As of January 10, 2001 there were 2,199,000 shares of Common Stock outstanding
held of record by 27 stockholders. The holders of Common Stock are entitled to
one vote for each share held of record on all matters submitted to a vote of the
holders of Common Stock. Subject to preferences applicable to any outstanding
Preferred Stock, holders of Common Stock are entitled to receive ratably such
dividends as may be declared by the Board of Directors out of funds legally
available therefore. In the event of a liquidation, dissolution or winding up of
the Company, the holders of Common Stock are entitled to share ratably all
assets remaining after payment of liabilities and the liquidation preference of
any Preferred Stock. Holders of Common Stock have no preemptive or subscription
rights, and there are no redemption or conversion rights with respect to such
shares. All outstanding shares of Common Stock are fully paid and
non-assessable.

                                       18
<PAGE>

PREFERRED STOCK
- ---------------

As of January 10, 2001, no shares of Preferred Stock were designated or
outstanding. The Board of Directors has the authority to issue up to 10,000,000
(ten million) shares of Preferred Stock in one or more series and fix the
rights, preferences, privileges and restrictions granted to or imposed upon an
unissued shares of Preferred Stock and to fix the number of shares constituting
any series and the designation of such series, without any further vote or
action by the stockholders. Although it presently has no intention to do so, the
Board of Directors, without stockholder approval, can issue Preferred Stock with
voting and conversion rights, which could adversely affect the voting power of
the holders of Common Stock. The issuance of Preferred Stock may have the effect
of delaying, deferring, or preventing a change in control of the Company.

TRANSFER AGENT AND REGISTRAR
- ----------------------------

The Company is currently self transferring. As the Company's Secretary and
President, Maria Trinh is acting as the Company's transfer agent and registrar
for the Common Stock of the Company.


                                     PART II

ITEM     1. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's Common Shares are not currently quoted. The Company is not aware
of any established trading market for its Common Stock nor is there any record
of any reported trades in the public market in recent years. The Company's
Common Stock has never traded in a public market.

If and when the Company's Common Stock is traded, most likely the shares will be
subject to the provisions of Section 15(g) and Rule 15g-9 of the Securities
Exchange Act of 1934, as amended (the 'Exchange Act"), commonly referred to as
the "penny stock" rule. Section 15(g) sets forth certain requirements for
transactions in penny stocks and Rule 15g9(d)(1) incorporates the definition of
penny stock as that used in Rule 3a5l-l of the Exchange Act. The Commission
generally defines penny stock to be any equity security that has a market price
less than $5.00 per share, subject to certain exceptions. Rule 3a5l-l provides
that any equity security is considered to be a penny stock unless that security
is: registered and traded on a national securities exchange meeting specified
criteria set by the Commission; authorized for quotation on the NASDAQ Stock
Market; issued by a registered investment company; excluded from the definition
on the basis of price (at least $5.00 per share) or the issuer's net tangible
assets; or exempted from the definition by the Commission. If the Company's
shares are deemed to be a penny stock, trading in the shares will be subject to
additional sales practice requirements on broker-dealers who sell penny stocks
to persons other than established customers and accredited investors, generally
persons with assets in excess of $1,000,000 or annual income exceeding $200,000,

                                       19
<PAGE>

or $300,000 together with their spouse. For transactions covered by these rules,
broker-dealers must make a special suitability determination for the purchase of
such securities and must have received the purchaser's written consent to the
transaction prior to the purchase. Additionally, for any transaction involving a
penny stock, unless exempt, the rules require the delivery, prior to the first
transaction, of a risk disclosure document relating to the penny stock market. A
broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered representative, and current quotations for the
securities. Finally, monthly statements must be sent disclosing recent price
information for the penny stocks held in the account and information on the
limited market in penny stocks. Consequently, these rules may restrict the
ability of broker dealers to trade and/or maintain a market in the Company's
Common Stock and may affect the ability of shareholders to sell their shares.

DIVIDEND POLICY
- ---------------

The Company has paid no dividends and intends to retain all future earnings, if
any, for use in the development and operation of its business and does not
anticipate paying cash dividends on the Common Stock in the foreseeable future.


ITEM 2. LEGAL PROCEEDINGS

The Company is currently not a party to any material pending legal proceedings
and no such action by, or to the best of its knowledge, against the Company has
been threatened.


ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

None.


ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES

On July 5, 1998, the Company issued 2,000,000 shares of Common Stock to Maria
Trinh for services rendered of $20,00 pursuant to Section 4(2) of the Securities
Act of 1933, as amended.

On October 19, 1998 the Company issued 49,000 shares of Common Stock, at $0.01
per share, in completion of a Regulation D Rule 504 offering.

On October 10, 2000, the Company issued 150,000 shares of Common Stock at $0.01
per share, under Rule 701 of the Securities Act of 1933, as amended, for legal
and other services rendered to the Company.


ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Florida Business Act ("Florida Law") permits the indemnification of
officers, directors, and other corporate agents under certain circumstances and
subject to certain limitations. The Registrant's Articles of Incorporation and


                                       20
<PAGE>

Bylaws provide that the Registrant shall indemnify its directors, officers,
employees and agents to the full extent permitted by Florida Law. In addition,
the Registrant has entered into separate indemnification agreements with its
directors and officers which require the Registrant, among other things, to
indemnify them against certain liabilities which may arise by reason of their
status or service (other than liabilities arising from willful misconduct of a
culpable nature). These indemnification provisions may be sufficiently broad to
permit indemnification of the Registrant's officers and directors for
liabilities (including reimbursement of expenses incurred) arising under the
Securities Act of 1933, as amended (the "Securities Act").

At present, there is no pending litigation or proceeding involving a director,
officer, employee or other agent of the Registrant in which indemnification is
being sought nor is the Registrant aware of any threatened litigation that my
result in a claim for indemnification by any director, officer, employee or
other agent of the Registrant.

                                       21
<PAGE>

                                    PART F/S

INDEX TO FINANCIAL STATEMENTS

Independent Auditors Report...................................................23

Assets   .....................................................................24

Liabilities and Stockholder's Equity..........................................25

Statement of Operations.......................................................26

Statement of Stockholder's Equity.............................................27

Statement of Cash Flows.......................................................28

Notes of Financial Statements.................................................29

                                       22
<PAGE>


                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------




Board of Directors                                              January 10, 2001
CYBER PUBLIC RELATIONS, INC.
Richmond, BC, Canada


         I have audited the accompanying Balance Sheets of CYBER PUBLIC
RELATIONS, INC. (A Development Stage Company), as of December 31, 2000, December
31, 1999, and December 31, 1998, and the related statements of stockholders'
equity for December 31, 2000, December 31, 1999, and December 31, 1998 and the
statements of operations and cash flows for the two years ended December 31,
2000, and December 31, 1999, the period June 29, 1998, (inception) to December
31, 1998, and the period June 29, 1998, (inception) to December 31, 2000. These
Financial Statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these Financial Statements, based on
my audit.
         I conducted my audit 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.
I believe that my audit provides a reasonable basis for my opinion.
         In my opinion, the Financial Statements referred to above present
fairly, in all material respects, the financial position of CYBER PUBLIC
RELATIONS, INC. (A development Stage Company), as of December 31, 2000, December
31, 1999, and December 31, 1998, and the related statement of stockholder's
equity for December 31, 2000, December 31, 1999, and December 31, 1998 and the
statements of operations and cash flows for the two years ended December 31,
2000, and December 31, 1999, the period June 29, 1998, (inception) to December
31, 1998, and the period June 29, 1998, (inception) to December 31, 2000, in
conformity with generally accepted accounting principles.
         The accompanying Financial Statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #5 in the "Notes
to the Financial Statements," the Company has had no operations and has no
established source of revenue. This raises substantial doubt about its ability
to continue as a going concern. Management's plan, in regard to these matters,
is also described in Note #5. The Financial Statements do not include any
adjustments that might result from the outcome of this uncertainty.

- ---------------------------
Barry L. Friedman
Certified Public Accountant
1582 Tulita Drive
Las Vegas, Nevada 89123
(702) 361-8414

                                       23
<PAGE>

                          CYBER PUBLIC RELATIONS, INC.
                          (A Development Stage Company)


                                  BALANCE SHEET
                                  -------------


                                     ASSETS
                                     ------



                                            December      December      December
                                            31, 2000      31, 1999      31, 1998
                                            --------      --------      --------

CURRENT ASSETS
         Cash                               $  135        $  569        $    0
         Inventory                           2,808         1,363
                                            -------       -------       -------

         TOTAL CURRENT ASSETS               $2,215        $1,932        $    0
                                            -------       -------       -------

OTHER ASSETS                                $    0        $    0        $    0
                                            -------       -------       -------

         TOTAL OTHER ASSETS                 $    0        $    0        $    0
                                            -------       -------       -------

         TOTAL ASSETS                       $2,215        $1,932        $    0
                                            -------       -------       -------


    The accompanying notes are an integral part of these Financial Statements

                                       24
<PAGE>

                          CYBER PUBLIC RELATIONS, INC.
                          (A Development Stage Company)

                                  BALANCE SHEET
                                  -------------

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------


                                            December     December     December
                                            31, 2000     31, 1999     31, 1998
                                            --------     --------     --------

CURRENT LIABILITIES

  Officers Advances (Note #5)               $    818     $    644     $     79
                                            ---------    ---------    ---------

TOTAL CURRENT LIABILITIES                   $    818     $    644     $     79
                                            ---------    ---------    ---------


STOCKHOLDERS' EQUITY (Note #4)
         Preferred stock
         $.001 par value
         Authorized 10,000,000 shares
         Issued and outstanding at

         December 31, 2000 - None           $      0

         Common stock
         $.001 par value
         Authorized 100,000,000 shares
         Issued and outstanding at

         December 31, 1998 -
         2,049,000 shares                                             $  2,049

         December 31, 1999 -
         2,049,000 shares                                $  2,049

         December 31, 2000 -
         2,199,000 shares                      2,199

         Additional paid in capital           19,791       18,441       18,441

         Deficit accumulated during
         the development stage               -20,593      -19,202      -20,569
                                            ---------    ---------    ---------


TOTAL STOCKHOLDERS' EQUITY                  $ -1,397     $  1,228     $    -79
                                            ---------    ---------    ---------


TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                        $  2,215     $  1,932     $      0
                                            ---------    ---------    ---------


    The accompanying notes are an integral part of these Financial Statements

                                       25
<PAGE>
<TABLE>

                               CYBER PUBLIC RELATIONS, INC.
                               (A Development Stage Company)


                                  STATEMENT OF OPERATIONS
                                  -----------------------
<CAPTION>


                             Year              Year             Year            Jun 29, 1998
                             Ended             Ended            Ended           (Inception)
                             Dec. 31,          Dec. 31,         Dec. 31,        to Dec. 31,
                             2000              1999             1998            2000
                             ----              ----             ----            ----
<S>                          <C>               <C>              <C>             <C>

INCOME
     Revenue                 $        724      $      5,414     $          0    $      6,138
     Less Cost of
     Goods Sold                       362             2,707                0           3,069
                             -------------     -------------    -------------   -------------

     Gross Profit            $        362      $      2,707     $          0    $      3,069
                             -------------     -------------    -------------   -------------

EXPENSES
     General, Selling
     And Administrative      $      1,753      $      1,340     $     20,569    $     23,662
                             -------------     -------------    -------------   -------------


  TOTAL EXPENSES             $      1,753      $      1,340     $     20,569    $     23,662
                             -------------     -------------    -------------   -------------


Net Loss                     $     -1,391      $     +1,367     $    -20,569    $    -20,593
                             -------------     -------------    -------------   -------------


Net loss per share -
 Basic and diluted
 (Note #2)                   $     -.0007      $     +.0007     $     -.0102    $     -.0100
                             -------------     -------------    -------------   -------------

Weighted average
Number of common
Shares outstanding              2,083,016         2,049,000        2,019,600       2,056,857
                             -------------     -------------    -------------   -------------


         The accompanying notes are an integral part of these financial statements
</TABLE>
                                            26
<PAGE>

<TABLE>

                               CYBER PUBLIC RELATIONS, INC.
                               (A Development Stage Company)


                       STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                       --------------------------------------------
<CAPTION>

                                                                    Additional   Accumu-
                                        Common         Stock        paid-in      lated
                                        Shares         Amount       Capital      Deficit
                                        ------         ------       -------      -------
<S>                                     <C>        <C>          <C>          <C>
June 5, 1998
Issued for services                     2,000,000  $     2,000  $    18,000  $

October 20, 1998                           25,000           25          225
Issued for services                        24,000           24          216

Net loss
June 29, 1998 (inception)
December 31, 1998                                                                -20,569
                                      ------------ ------------ ------------ ------------

Balance,
December 31, 1998                       2,049,000  $     2,049  $    18,441  $   -20,569

Net loss year ended
December 31, 1999                                                                 +1,367
                                      -----------  -----------  -----------  -----------

Balance,
December 31, 1999                       2,049,000  $     2,049  $    18,441  $   -19,202

October 10, 2000
Issued for Services                       150,000          150       +1,350

Net loss year ended
December 31, 2000                                                                 -1,391
                                      -----------  -----------  -----------  -----------

Balance,
December 31, 2000                       2,199,000  $     2,199  $    19,791  $   -20,593
                                      -----------  -----------  -----------  -----------


         The accompanying notes are an integral part of these financial statements
</TABLE>


                                            27
<PAGE>
<TABLE>

                               CYBER PUBLIC RELATIONS, INC.
                               (A Development Stage Company)


                                  STATEMENT OF CASH FLOWS
                                  -----------------------
<CAPTION>

                             Year            Year           Jun.29,       Jun 29, 1998
                             Ended           Ended          1998, to      (Inception)
                             Dec. 31,        Dec. 31,       Dec. 31,      to Dec. 31,
                             2000            1999           1998          2000
                             ----            ----           ----          ----
<S>                          <C>             <C>            <C>           <C>
Cash Flows from
Operating Activities

  Net Loss                   $   -1,391      $   +1,367     $  -20,569    $  -20,593

  Adjustment to
  Reconcile net loss
  To net cash provided
  by operating
  Activities

  Stock Issued
  For Services                   +1,500               0        +20,250       +21,750
  Inventory                        -717          -1,361              0        -2,080

Changes in assets and
Liabilities
Officers Advances                  +174            +565            +79          +818
                             ----------      ----------     ----------    ----------

Net cash used in
operating activities         $     -434      $     +569     $     -240    $     -105

Cash Flows from
investing activities                  0               0              0             0

Cash Flows from
Financing Activities

  Issuance of Common
  Stock for Cash                      0               0           +240          +240
                             ----------      ----------     ----------    ----------

Net Increase (decrease)
in cash                      $     -434      $     +569     $        0    $     +135

Cash,
Beginning of period                 569               0              0             0
                             ----------      ----------     ----------    ----------

Cash,
End of period                $     +135      $     +569     $        0    $     +135
                             ----------      ----------     ----------    ----------

         The accompanying notes are an integral part of these financial statements
</TABLE>

                                            28
<PAGE>

                          CYBER PUBLIC RELATIONS, INC.
                          (A Development Stage Company)


                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------

           December 31, 2000, December 31, 1999, and December 31, 1998


NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY

         The Company was organized June 29, 1998, under the laws of the State of
Florida, as CYBER PUBLIC RELATIONS, INC. The Company currently has no operations
and, in accordance with SFAS #7, is considered a development stage company. The
Company has a DBA, which is Galaxyblue Hair Jewelry. Its web address is
galaxyblue.com.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         ACCOUNTING METHOD
         -----------------

                  The Company records income and expenses on the accrual method.

         ESTIMATES
         ---------

                  The preparation of financial statements, in conformity with
                  generally accepted accounting principles, requires management
                  to make estimates and assumptions which affect the reported
                  amounts of assets and liabilities and disclosure of contingent
                  assets and liabilities, at the date of the Financial
                  Statements, and the reported amounts of revenue and expenses
                  during the reporting period. Actual results could differ from
                  those estimates.

         CASH AND EQUIVALENTS
         --------------------

                  The Company maintains a cash balance in a non-interest-bearing
                  bank, which currently does not exceed federally insured
                  limits. For the purpose of the statements of cash flows, all
                  highly liquid investments, with the maturity of three months
                  or less, are considered to be cash equivalents. There are no
                  cash equivalents as of December 31, 2000.

                                       29
<PAGE>

                          CYBER PUBLIC RELATIONS, INC.
                          (A Development Stage Company)


                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                    -----------------------------------------

           December 31, 2000, December 31, 1999, and December 31, 1998


         NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         INCOME TAXES
         ------------

                  Income taxes are provided for using the liability method of
                  accounting in accordance with Statement of Financial
                  Accounting Standards No. 109 (SFAS #109) "Accounting for
                  Income Taxes". A deferred tax asset or liability is recorded
                  for all temporary difference between financial and tax
                  reporting. Deferred tax expense (benefit) results from the net
                  change during the year of deferred tax assets and liabilities.

         LOSS PER SHARE
         --------------

                  Net loss per share is provided in accordance with Statement of
                  Financial Accounting Standards No. 128 (SFAS #128) "Earnings
                  Per Share". Basic loss per share is computed by dividing
                  losses available to common stockholders by the weighted
                  average number of common shares outstanding during the period.
                  Diluted loss per share reflects per share amounts that would
                  have resulted if dilative common stock equivalents had been
                  converted to common stock. As of September 30, 2000, the
                  Company had no dilative common stock equivalents such as stock
                  options.

         YEAR END
         --------

                  The Company has selected December 31st, as its year-end.

                                       30
<PAGE>

                          CYBER PUBLIC RELATIONS, INC.
                          (A Development Stage Company)


                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                    -----------------------------------------

           December 31, 2000, December 31, 1999, and December 31, 1998

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         YEAR 2000 DISCLOSURE
         --------------------

                  The Y2K issue had no effect on this Company.


NOTE 3 - INCOME TAXES

         There is no provision for income taxes for the period ended December
         31, 2000. The Company's total deferred tax asset as of December 31,
         1999, is as follows:

                 Net operation loss carry-forward                   $    20,593
                 Valuation allowance                                $    20,593

                 Net deferred tax asset                             $         0


         The federal net operating loss carry-forward will expire between the
         years 2018 and 2020.

         This carry-forward may be limited upon the consummation of a business
         combination under IRC Section 381.

                                       31
<PAGE>

                          CYBER PUBLIC RELATIONS, INC.
                          (A Development Stage Company)


                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                    -----------------------------------------

           December 31, 2000, December 31, 1999, and December 31, 1998

NOTE 4 - STOCKHOLDERS' EQUITY

         COMMON STOCK
         ------------

         The authorized common stock of CYBER PUBLIC RELATIONS, INC. consists of
         100,000,000 shares, with a par value of $0.001 per share.

         PREFERRED STOCK
         ---------------

         The authorized preferred stock of CYBER PUBLIC RELATIONS, INC. consists
         of 10,000,000 shares, with a par value of $0.001 per share.

         On July 5, 1998, the Company issued 2,000,000 shares of its $.001 par
         value common stock for services rendered of $20,000 or $0.01 per share.

         On October 20, 1998, the Company issued 49,000 common shares for $0.01
         each, for a total of $240.00 in cash and the forgiveness of $250.00 of
         advance costs. The advance costs were exchanged for stock at $0.01,
         pursuant to Regulation D, Rule 504.

         On October 10, 2000, the Company issued 150,000 shares of its $0.001
         par value common stock for services valued at $0.10 per share for a
         total of $1,500, pursuant to Regulation D, Rule 701.


NOTE 5 - GOING CONCERN

         The Company's financial statements are prepared using generally
         accepted accounting principles applicable to a going concern, which
         contemplates the realization of assets and liquidation of liabilities
         in the normal course of business. However, the Company does not have
         significant cash or other material assets, nor does it have an
         established source of revenues sufficient to cover its operating costs
         and to allow it to continue as a going concern. The
         stockholders/officers and or directors have committed to advancing the
         operating costs of the Company interest free, if necessary

                                       32
<PAGE>

                          CYBER PUBLIC RELATIONS, INC.
                          (A Development Stage Company)


                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                    -----------------------------------------

           December 31, 2000, December 31, 1999, and December 31, 1998


NOTE 6 - RELATED PARTY TRANSACTIONS

         The Company neither owns nor leases any real or personal property. An
         officer of the corporation provides office services without charge.
         Such costs are immaterial to the Financial Statements and, accordingly,
         have not been reflected therein. The officers and directors of the
         Company are involved in other business activities and may, in the
         future, become involved in other business opportunities. If a specific
         business opportunity becomes available, such persons may face a
         conflict in selecting between the Company and their other business
         interests. The Company has not formulated a policy for the resolution
         of such conflicts.


NOTE 7 WARRANTS AND OPTIONS

         There are no warrants or options outstanding to acquire any additional
         shares of common stock.


NOTE 8 - FOREIGN CURRENCY CONVERSION

         The Company maintains its books and records in United States Dollars,
         using accounting principles generally accepted in the United States of
         America. The Conversion rate from inception to December 31, 2000, has
         been $1.488 CD for each USD.

                                       33
<PAGE>

                                    PART III

ITEM 1.           INDEX TO EXHIBITS

Exhibit No.       Exhibit Name

3.1               Articles of Incorporation
3.2               Bylaws
10.1              Consulting Agreement between the Company and Thomas Braun
                  dated October 10, 2000
10.2              Consulting Agreement between the Company and Anna Trinh dated
                  October 10, 2000
23                Consent of Barry L. Friedman, independent certified public
                  accountant


ITEM 2.           DESCRIPTION OF EXHIBITS

None.


SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant statement to be signed on its behalf by the undersigned, thereunto
duly authorized.

                                                    CYBER PUBLIC RELATIONS, INC.
                                                    ----------------------------
                                                    (Registrant)



Date     JANUARY 10, 2001                  By       /S/ MARIA TRINH
         --------------------------                 ----------------------------
                                                    Maria Trinh
                                                    President

                                       34
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>ARTICLES OF INCORPORATION
<TEXT>



EXHIBIT 3.1
                          ARTICLES OF INCORPORATION OF
                          CYBER PUBLIC RELATIONS, INC.

The undersigned subscriber of these Articles of Incorporation, a natural person
competent to contract, hereby forms a corporation under the laws of the State of
Florida.

ARTICLE I                  NAME

The name of the corporation shall be:

Cyber Public Relations, Inc.

ARTICLE II                 NATURE OF BUSINESS

This corporation shall have the power to transact or engage in any business
permitted under the laws of the United States and the State of Florida.

ARTICLE III                AUTHORIZED SHARES

The authorized capital stock of this corporation shall consist of 100,000,000
shares of Common Stock with a par value of $0.001 per share, and 10,000,000
shares of Preferred Stock with a par value of $0.001 per share.

The Preferred Stock may be issued from time to time, with such designations,
preferences, conversion rights, cumulative, relative, participating, optional or
other rights, qualification, limitation, restrictions thereof as shall be stated
and expressed in the resolution or resolutions provided for the issuance of such
Preferred Stock adopted by the Board of Directors pursuant to the authority in
this paragraph given.

ARTICLE IV                 TERM OF EXISTENCE

The corporation shall have perpetual existence.

ARTICLE V                  DIRECTORS

The business of the corporation shall be managed by its Board of Directors. The
number of such directors shall not be less than one (1) and, subject to such
minimum, may be increased or decreased from time to time in the manner provided
by the By-Laws. The number of persons constituting the initial Board of
Directors shall be one (1).

ARTICLE VI                 VOTING FOR DIRECTORS

The Board of Directors shall be elected by the Stockholders of the corporation
at such time and in such manner as provided in the By-Laws.

                                       35
<PAGE>

ARTICLE VII                CONTRACTS

No contract or other transaction between this corporation and any person, firm
or corporation shall be affected by the fact that any officer or director of
this corporation is such other party or in, or at some time in the future
becomes an officer, director or partner of such other contracting party, or has
now or hereafter a direct or indirect interest in such contract.

ARTICLE VIII               INDEMNIFICATION OF OFFICERS AND DIRECTORS

This corporation shall have the power, in its By-Laws or in any resolution of
its stockholders or directors, to undertake to indemnify the officers and
directors of this corporation against any contingency or peril as may be
determined to be in the best interests of this corporation, and in conjunction
therewith to procure, at the expense of this corporation, policies of insurance.

ARTICLE IX                 PRINCIPAL OFFICE

The principal place of business and mailing address of this corporation shall
be: 1721 S.W. Mockingbird Drive, St. Lucie, Florida 34986. The Board of
Directors may at any time and from time to time move the principal office of
this corporation to any location within or without the State of Florida.

ARTICLE X                  INITIAL REGISTERED AGENT AND STREET ADDRESS

The name and address of the initial registered agent are: Mr. Ernie Farris, 1721
S.W. Mockingbird Drive, St. Lucie, Florida 34986. The Board of Directors may at
any time and from time to time move the principal office of this corporation to
any location within or without the State of Florida.

ARTICLE XI                 INCORPORATOR

The name and address of the Incorporator to these Articles of Incorporation are:
Ms. Maria Trinh, #105 - 2140 Briar Avenue, Vancouver, BC V6L 3E3

IN WITNESS WHEREOF, I have hereunto subscribed to and executed these Articles of
Incorporation this 18th day of June, 1998.

                                                     /S/ MARIA TRINH
                                                     ---------------------------
                                                     Maria Trinh, Incorporator

HAVING BEEN NAMED AS REGISTERED AGENT AND TO ACCEPT SERVICE OF PROCESS FOR THE
ABOVE STATED CORPORATION AT THE PLACE DESIGNATED IN THIS CERTIFICATE, I HEREBY
ACCEPT THE APPOINTMENT AS REGISTERED AGENT AND AGREE TO ACT IN THIS CAPACITY. I
FURTHER AGREE TO COMPLY WITH THE PROVISIONS OF ALL STATUTES RELATING TO THE
PROPER PERFORMANCE OF MY DUTIES AND I AM FAMILIAR WITH AND ACCEPT THE
OBLIGATIONS OF MY POSITION AS REGISTERED AGENT.

/S/ ERNIE FARRIS                                            6/27/98
- --------------------------------------------                -----------------
Ernie Farris, Registered Agent                              Date

                                       36
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>BYLAWS
<TEXT>



EXHIBIT 3.2
                                     BYLAWS
                                       OF
                          CYBER PUBLIC RELATIONS, INC.
                             (A FLORIDA CORPORATION)

                                      INDEX

                                                                     PAGE NUMBER

ARTICLE ONE - OFFICES
         Section 1.  Principal Office.........................................4
         Section 2.  Other Offices............................................4

ARTICLE TWO - MEETINGS OF SHAREHOLDERS
         Section 1.  Place....................................................4
         Section 2.  Time of Annual Meeting...................................4
         Section 3.  Call of Special Meetings.................................4
         Section 4.  Conduct of Meetings......................................4
         Section 5.  Notice and Waiver of Notice..............................4
         Section 6.  Business and Nominations for Annual and Special Meetings.5
         Section 7.  Quorum...................................................5
         Section 8.  Voting Rights Per Share..................................5
         Section 9.  Voting of Shares.........................................5
         Section 10. Proxies..................................................6
         Section 11. Shareholder List.........................................6
         Section 12. Action Without Meeting...................................6
         Section 13. Fixing Record Date.......................................7
         Section 14. Inspectors and Judges....................................7
         Section 15. Voting for Directors.....................................7

ARTICLE THREE - DIRECTORS
         Section 1.  Number; Term; Election; Qualification....................7
         Section 2.  Resignation; Vacancies; Removal..........................7
         Section 3.  Powers...................................................8
         Section 4.  Place of Meetings........................................8
         Section 5.  Annual Meetings..........................................8
         Section 6.  Regular Meetings.........................................8
         Section 7.  Special Meetings and Notice..............................8
         Section 8.  Quorum and Required Vote.................................8
         Section 9.  Action Without a Meeting.................................8
         Section 10. Conference Telephone or Similar
                     Communications Equipment Meetings........................8
         Section 11. Committees...............................................9
         Section 12. Compensation of Directors................................9

                                       37
<PAGE>

ARTICLE FOUR - OFFICERS
         Section 1.  Positions................................................9
         Section 2.  Election of Specified Officers by Board..................9
         Section 3.  Election or Appointment of Other Officers................9
         Section 4.  Compensation.............................................9
         Section 5.  Term; Resignation; Removal; Vacancies....................10
         Section 6.  Chairman of the Board....................................10
         Section 7.  Chief Executive Officer..................................10
         Section 8.  President................................................10
         Section 9.  Vice Presidents..........................................10
         Section 10. Secretary................................................10
         Section 11. Chief Financial Officer..................................11
         Section 12. Treasurer................................................11
         Section 13. Other Officers; Employees and Agents.....................11

ARTICLE FIVE - CERTIFICATES FOR SHARES
         Section 1.  Issue of Certificates....................................11
         Section 2.  Legends for Preferences and Restrictions on Transfer.....11
         Section 3.  Facsimile Signatures.....................................12
         Section 4.  Lost Certificates........................................12
         Section 5.  Transfer of Shares.......................................12
         Section 6.  Registered Shareholders..................................12
         Section 7.  Redemption of Control Shares.............................12

ARTICLE SIX - GENERAL PROVISIONS
         Section 1.  Dividends................................................13
         Section 2.  Reserves.................................................13
         Section 3.  Checks...................................................13
         Section 4.  Fiscal Year..............................................13
         Section 5.  Seal.....................................................13
         Section 6.  Gender...................................................13

ARTICLE SEVEN - AMENDMENT OF BYLAWS 13

                                       38
<PAGE>

                                     BYLAWS

                                       OF

                          CYBER PUBLIC RELATIONS, INC.

                                   ARTICLE ONE

                                     OFFICES
                                     -------

         Section 1. PRINCIPAL OFFICE. The principal office of Cyber Public
Relations, Inc., a Florida corporation (the "Corporation"), shall be located at
such place determined by the Board of Directors of the Corporation (the "Board
of Directors") in accordance with applicable law.

         Section 2. OTHER OFFICES. The Corporation may also have offices at such
other places, either within or without the State of Florida, as the Board of
Directors may from time to time determine or as the business of the Corporation
may require.


                                   ARTICLE TWO

                            MEETINGS OF SHAREHOLDERS
                            ------------------------

         Section 1. PLACE. All annual meetings of shareholders shall be held at
such place, within or without the State of Florida, as may be designated by the
Board of Directors and stated in the notice of the meeting or in a duly executed
waiver of notice thereof. Special meetings of shareholders may be held at such
place, within or without the State of Florida, and at such time as shall be
stated in the notice of the meeting or in a duly executed waiver of notice
thereof.

         Section 2. TIME OF ANNUAL MEETING. Annual meetings of shareholders
shall be held on such date and at such time fixed, from time to time, by the
Board of Directors, provided, that there shall be an annual meeting held every
calendar year at which the shareholders shall elect a board of directors and
transact such other business as may properly be brought before the meeting.

         Section 3. CALL OF SPECIAL MEETINGS. Special meetings of the
shareholders shall be held if called in accordance with the procedures set forth
in the Corporation's Articles of Incorporation (the "Articles of Incorporation")
for the call of a special meeting of shareholders.

         Section 4. CONDUCT OF MEETINGS. The Chairman of the Board of Directors
(or in his absence, the President, or in his absence, such other designee of the
Chairman of the Board of Directors) shall preside at the annual and special
meetings of shareholders and shall be given full discretion in establishing the
rules and procedures to be followed in conducting the meetings, except as
otherwise provided by law or in these Bylaws.

                                       39
<PAGE>

         Section 5. NOTICE AND WAIVER OF NOTICE. Except as otherwise provided by
law, written or printed notice stating the place, date and time of the meeting
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten (10) nor more than sixty
(60) days before the date of the meeting, either personally or by first-class
mail or other legally sufficient means, by or at the direction of the Chairman
of the Board, President, or the persons calling the meeting, to each shareholder
of record entitled to vote at such meeting. If the notice is mailed at least
thirty (30) days before the date of the meeting, it may be done by a class of
United States mail other than first class. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail addressed to the
shareholder at the address appearing on the stock transfer books of the
Corporation, with postage thereon prepaid. If a meeting is adjourned to another
time and/or place, and if an announcement of the adjourned time and/or place is
made at the meeting, it shall not be necessary to give notice of the adjourned
meeting unless the Board of Directors, after adjournment, fixes a new record
date for the adjourned meeting. Whenever any notice is required to be given to
any shareholder, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether signed before, during or after the time of the
meeting stated therein, and delivered to the Corporation for inclusion in the
minutes or filing with the corporate records, shall constitute an effective
waiver of such notice. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the shareholders need be specified in any
written waiver of notice. Attendance of a person at a meeting shall constitute a
waiver of (a) lack of or defective notice of such meeting, unless the person
objects at the beginning to the holding of the meeting or the transacting of any
business at the meeting, or (b) lack of or defective notice of a particular
matter at a meeting that is not within the purpose or purposes described in the
meeting notice, unless the person objects to considering such matter when it is
presented.

         Section 6. BUSINESS AND NOMINATIONS FOR ANNUAL AND SPECIAL MEETINGS.
Business transacted at any special meeting shall be confined to the purposes
stated in the notice thereof. At any annual meeting of shareholders, only such
business shall be conducted as shall have been properly brought before the
meeting in accordance with the requirements and procedures set forth in the
Articles of Incorporation. Only such persons who are nominated for election as
directors of the Corporation in accordance with the requirements and procedures
set forth in the Articles of Incorporation shall be eligible for election as
directors of the Corporation.

         Section 7. QUORUM. Shares entitled to vote as a separate voting group
may take action on a matter at a meeting only if a quorum of those shares exists
with respect to that matter. Except as otherwise provided in the Articles of
Incorporation or applicable law, shares representing one-third of the votes
pertaining to outstanding shares which are entitled to be cast on the matter by
the voting group constitute a quorum of that voting group for action on that
matter. If less than a quorum of shares are represented at a meeting, the
holders of a majority of the shares so represented may adjourn the meeting from
time to time. After a quorum has been established at any shareholders' meeting,
the subsequent withdrawal of shareholders, so as to reduce the number of shares
entitled to vote at the meeting below the number required for a quorum, shall
not affect the validity of any action taken at the meeting or any adjournment
thereof. Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or must be set for that
adjourned meeting.

                                       40
<PAGE>

         Section 8. VOTING RIGHTS PER SHARE. Each outstanding share, regardless
of class, shall be entitled to vote on each matter submitted to a vote at a
meeting of shareholders, except to the extent that the voting rights of the
shares of any class are limited or denied by or pursuant to the Articles of
Incorporation or the Florida Business Corporation Act.

         Section 9. VOTING OF SHARES. A shareholder may vote at any meeting of
shareholders of the Corporation, either in person or by proxy. Shares standing
in the name of another corporation, domestic or foreign, may be voted by the
officer, agent or proxy designated by the bylaws of such corporate shareholder
or, in the absence of any applicable bylaw, by such person or persons as the
board of directors of the corporate shareholder may designate. In the absence of
any such designation, or, in case of conflicting designation by the corporate
shareholder, the chairman of the board, the president, any vice president, the
secretary and the treasurer of the corporate shareholder, in that order, shall
be presumed to be fully authorized to vote such shares. Shares held by an
administrator, executor, guardian, personal representative, or conservator may
be voted by such person, either in person or by proxy, without a transfer of
such shares into his name. Shares standing in the name of a trustee may be voted
by such person, either in person or by proxy, but no trustee shall be entitled
to vote shares held by such person without a transfer of such shares into his
name or the name of his nominee. Shares held by or under the control of a
receiver, a trustee in bankruptcy proceedings, or an assignee for the benefit of
creditors may be voted by such person without the transfer thereof into his
name. If shares stand of record in the names of two or more persons, whether
fiduciaries, members of a partnership, joint tenants, tenants in common, tenants
by the entirety or otherwise, or if two or more persons have the same fiduciary
relationship respecting the same shares, unless the Secretary of the Corporation
is given notice to the contrary and is furnished with a copy of the instrument
or order appointing them or creating the relationship wherein it is so provided,
then acts with respect to voting shall have the following effect: (a) if only
one votes, in person or by proxy, his act binds all; (b) if more than one vote,
in person or by proxy, the act of the majority so voting binds all; (c) if more
than one vote, in person or by proxy, but the vote is evenly split on any
particular matter, each faction is entitled to vote the share or shares in
question proportionally; or (d) if the instrument or order so filed shows that
any such tenancy is held in unequal interest, a majority or a vote evenly split
for purposes hereof shall be a majority or a vote evenly split in interest. The
principles of this paragraph shall apply, insofar as possible, to execution of
proxies, waivers, consents, or objections and for the purpose of ascertaining
the presence of a quorum.

         Section 10. PROXIES. Any shareholder of the Corporation, other person
entitled to vote on behalf of a shareholder pursuant to law, or attorney-in-fact
for such persons may vote the shareholder's shares in person or by proxy. Any
shareholder of the Corporation may appoint a proxy to vote or otherwise act for
such person by signing an appointment form, either personally or by his
attorney-in-fact. An executed telegram or cablegram appearing to have been
transmitted by such person, or a photographic, photostatic, or equivalent
reproduction of an appointment form, shall be deemed a sufficient appointment
form. An appointment of a proxy is effective when received by the Secretary of
the Corporation (the "Secretary") or such other officer or agent which is
authorized to tabulate votes, and shall be valid for up to 11 months, unless a

                                       41
<PAGE>

longer period is expressly provided in the appointment form. The death or
incapacity of the shareholder appointing a proxy does not affect the right of
the Corporation to accept the proxy's authority unless notice of the death or
incapacity is received by the Secretary or other officer or agent authorized to
tabulate votes before the proxy authority under the appointment is exercised. An
appointment of a proxy is revocable by the shareholder unless the appointment
form conspicuously states that it is irrevocable and the appointment is coupled
with an interest.

         Section 11. SHAREHOLDER LIST. After fixing a record date for a meeting
of shareholders, the Corporation shall prepare an alphabetical list of the names
of all its shareholders who are entitled to notice of the meeting, arranged by
voting group with the address of, and the number and class and series, if any,
of shares held by each. The shareholders' list must be available for inspection
by any shareholder for a period of ten (10) days prior to the meeting or such
shorter time as exists between the record date and the meeting and continuing
through the meeting at the Corporation's principal office, at a place identified
in the meeting notice in the city where the meeting will be held, or at the
office of the Corporation's transfer agent or registrar. Any shareholder of the
Corporation or such person's agent or attorney is entitled on written demand to
inspect the shareholders' list (subject to the requirements of law), during
regular business hours and at his expense, during the period it is available for
inspection. The Corporation shall make the shareholders' list available at the
meeting of shareholders, and any shareholder or agent or attorney of such
shareholder is entitled to inspect the list at any time during the meeting or
any adjournment. The shareholders' list is prima facie evidence of the identity
of shareholders entitled to examine the shareholders' list or to vote at a
meeting of shareholders.

         Section 12. ACTION WITHOUT MEETING. Any action required or permitted by
law to be taken at a meeting of shareholders may be taken without a meeting or
notice if a consent, or consents, in writing, setting forth the action so taken,
shall be dated and signed by the holders of outstanding stock having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all voting groups and shares entitled to vote
thereon were present and voted with respect to the subject matter thereof, and
such consent shall be delivered to the Corporation, within the period required
by Section 607.0704 of the Florida Business Corporation Act, by delivery to its
principal office in the State of Florida, its principal place of business, the
Secretary or another officer or agent of the Corporation having custody of the
book in which proceedings of meetings of shareholders are recorded. Within ten
(10) days after obtaining such authorization by written consent, notice must be
given to those shareholders who have not consented in writing or who are not
entitled to vote on the action, in accordance with the requirements of Section
607.0704 of the Florida Business Corporation Act.

         Section 13. FIXING RECORD DATE. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other proper purposes, the
Board of Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than seventy
(70) days, and, in case of a meeting of shareholders, not less than ten (10)
days, before the meeting or action requiring such determination of shareholders.

                                       42
<PAGE>

If no record date is fixed for the determination of shareholders entitled to
notice of or to vote at a meeting of shareholders or the determination of
shareholders entitled to receive payment of a dividend, the date before the day
on which the first notice of the meeting is mailed or the date on which the
resolutions of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Section, such determination shall
apply to any adjournment thereof, except where the Board of Directors fixes a
new record date for the adjourned meeting.

         Section 14. INSPECTORS AND JUDGES. The Board of Directors in advance of
any meeting may, but need not, appoint one or more inspectors of election or
judges of the vote, as the case may be, to act at the meeting or any adjournment
thereof. If any inspector or inspectors, or judge or judges, are not appointed,
the person presiding at the meeting may, but need not, appoint one or more
inspectors or judges. In case any person who may be appointed as an inspector or
judge fails to appear or act, the vacancy may be filled by the Board of
Directors in advance of the meeting, or at the meeting by the person presiding
thereat. The inspectors or judges, if any, shall determine the number of shares
of stock outstanding and the voting power of each, the shares of stock
represented at the meeting, the existence of a quorum, the validity and effect
of proxies, and shall receive votes, ballots and consents, hear and determine
all challenges and questions arising in connection with the right to vote, count
and tabulate votes, ballots and consents, determine the result, and do such acts
as are proper to conduct the election or vote with fairness to all shareholders.
On request of the person presiding at the meeting, the inspector or inspectors
or judge or judges, if any, shall make a report in writing of any challenge,
question or matter determined by him or them, and execute a certificate of any
fact found by him or them.

         Section 15. VOTING FOR DIRECTORS. Unless otherwise provided in the
Articles of Incorporation, directors shall be elected by a plurality of the
votes cast by the shares entitled to vote in the election at a meeting at which
a quorum is present.


                                  ARTICLE THREE

                                    DIRECTORS
                                    ---------

         Section 1. NUMBER; TERM; ELECTION; QUALIFICATION. The number of
directors of the Corporation shall be fixed from time to time, within the limits
specified by the Articles of Incorporation, by resolution of the Board of
Directors. Directors shall be elected in the manner and hold office for the term
as prescribed in the Articles of Incorporation. Directors must be natural
persons who are 18 years of age or older but need not be residents of the State
of Florida, shareholders of the Corporation or citizens of the United States.

         Section 2. RESIGNATION; VACANCIES; REMOVAL. A director may resign at
any time by giving written notice to the Board of Directors or the Chairman of
the Board. Such resignation shall take effect at the date of receipt of such
notice or at any later time specified therein; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective. In the event the notice of resignation specifies a later effective

                                       43
<PAGE>

date, the Board of Directors may fill the pending vacancy (subject to the
provisions of the Articles of Incorporation) before the effective date if they
provide that the successor does not take office until the effective date.
Director vacancies shall be filled, and directors may be removed, in the manner
prescribed in the Corporation's Articles of Incorporation.

         Section 3. POWERS. The business and affairs of the Corporation shall be
managed by the Board of Directors, which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Articles of Incorporation or by these Bylaws directed or required to be
exercised and done by the shareholders.

         Section 4. PLACE OF MEETINGS. Meetings of the Board of Directors,
regular or special, may be held either within or without the State of Florida.

         Section 5. ANNUAL MEETINGS. Unless scheduled for another time by the
Board of Directors, the first meeting of each newly elected Board of Directors
shall be held, without call or notice, immediately following each annual meeting
of shareholders.

         Section 6. REGULAR MEETINGS. Regular meetings of the Board of Directors
may also be held without notice at such time and at such place as shall from
time to time be determined by the Board of Directors.

         Section 7. SPECIAL MEETINGS AND NOTICE. Special meetings of the Board
of Directors may be called by the President or Chairman of the Board and shall
be called by the Secretary on the written request of any two directors. At least
forty-eight (48) hours' prior written notice of the date, time and place of
special meetings of the Board of Directors shall be given to each director.
Except as required by law, neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board of Directors need be
specified in the notice or waiver of notice of such meeting. Notices to
directors shall be in writing and delivered to the directors at their addresses
appearing on the books of the Corporation by personal delivery, mail or other
legally sufficient means. Subject to the provisions of the preceding sentence,
notice to directors may also be given by telegram, teletype or other form of
electronic communication. Notice by mail shall be deemed to be given at the time
when the same shall be received. Whenever any notice is required to be given to
any director, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before, during or after the meeting, shall
constitute an effective waiver of such notice. Attendance of a director at a
meeting shall constitute a waiver of notice of such meeting and a waiver of any
and all objections to the place of the meeting, the time of the meeting and the
manner in which it has been called or convened, except when a director states,
at the beginning of the meeting or promptly upon arrival at the meeting, any
objection to the transaction of business because the meeting is not lawfully
called or convened.

         Section 8. QUORUM AND REQUIRED VOTE. A majority of the prescribed
number of directors determined as provided in the Articles of Incorporation
shall constitute a quorum for the transaction of business and the act of the
majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors, unless a greater number is required
by the Articles of Incorporation. Whenever, for any reason, a vacancy occurs in
the Board of Directors, a quorum shall consist of a majority of the remaining

                                       44
<PAGE>

directors until the vacancy has been filled. If a quorum shall not be present at
any meeting of the Board of Directors, a majority of the directors present
thereat may adjourn the meeting to another time and place, without notice other
than announcement at the time of adjournment. At such adjourned meeting at which
a quorum shall be present, any business may be transacted that might have been
transacted at the meeting as originally notified and called.

         Section 9. ACTION WITHOUT MEETING. Any action required or permitted to
be taken at a meeting of the Board of Directors or committee thereof may be
taken without a meeting if a consent in writing, setting forth the action taken,
is signed by all of the members of the Board of Directors or the committee, as
the case may be, and such consent shall have the same force and effect as a
unanimous vote at a meeting. Action taken under this Section 9 is effective when
the last director signs the consent, unless the consent specifies a different
effective date. A consent signed under this Section 9 shall have the effect of a
meeting vote and may be described as such in any document.

         Section 10. CONFERENCE TELEPHONE OR SIMILAR COMMUNICATIONS EQUIPMENT
MEETINGS. Directors and committee members may participate in and hold a meeting
by means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other.
Participation in such a meeting shall constitute presence in person at the
meeting, except where a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground the
meeting is not lawfully called or convened.

         Section 11. COMMITTEES. The Board of Directors, by resolution adopted
by a majority of the whole Board of Directors, may designate from among its
members an executive committee and one or more other committees, each of which,
to the extent provided in such resolution, shall have and may exercise all of
the authority of the Board of Directors in the business and affairs of the
Corporation except where the action of the full Board of Directors is required
by applicable law. Each committee must have two or more members who serve at the
pleasure of the Board of Directors. The Board of Directors, by resolution
adopted in accordance with this Article Three, may designate one or more
directors as alternate members of any committee, who may act in the place and
stead of any absent member or members at any meeting of such committee.
Vacancies in the membership of a committee may be filled only by the Board of
Directors at a regular or special meeting of the Board of Directors. The
executive committee shall keep regular minutes of its proceedings and report the
same to the Board of Directors when required. The designation of any such
committee and the delegation thereto of authority shall not operate to relieve
the Board of Directors, or any member thereof, of any responsibility imposed
upon it or such member by law.

         Section 12. COMPENSATION OF DIRECTORS. The directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as director. No such payment shall preclude any director from
serving the Corporation in any other capacity and receiving compensation
therefor. Similarly, members of special or standing committees may be allowed
compensation for attendance at committee meetings or a stated salary as a
committee member and payment of expenses for attending committee meetings.
Directors may receive such other compensation as may be approved by the Board of
Directors.

                                       45
<PAGE>

                                  ARTICLE FOUR

                                    OFFICERS
                                    --------

         Section 1. POSITIONS. The officers of the Corporation shall consist of
a Chairman of the Board, a Chief Executive Officer, a President, one or more
Vice Presidents (any one or more of whom may be given the additional designation
of rank of Executive Vice President or Senior Vice President), a Secretary, a
Chief Financial Officer and a Treasurer. Any two or more offices may be held by
the same person. Officers other than the Chairman of the Board need not be
members of the Board of Directors. The Chairman of the Board must be a member of
the Board of Directors.

         Section 2. ELECTION OF SPECIFIED OFFICERS BY BOARD. The Board of
Directors at its first meeting after each annual meeting of shareholders shall
elect a Chairman of the Board, a Chief Executive Officer, a President, one or
more Vice Presidents (including any Senior or Executive Vice Presidents), a
Secretary, a Chief Financial Officer and a Treasurer.

         Section 3. ELECTION OR APPOINTMENT OF OTHER OFFICERS. Such other
officers and assistant officers and agents as may be deemed necessary may be
elected or appointed by the Board of Directors, or, unless otherwise specified
herein, appointed by the Chairman of the Board. The Board of Directors shall be
advised of appointments by the Chairman of the Board at or before the next
scheduled Board of Directors meeting.

         Section 4. COMPENSATION. The salaries, bonuses and other compensation
of the Chairman of the Board and all officers of the Corporation to be elected
by the Board of Directors pursuant to Section 2 of this Article Four shall be
fixed from time to time by the Board of Directors or pursuant to its direction.
The salaries of all other elected or appointed officers of the Corporation shall
be fixed from time to time by the Chairman of the Board or pursuant to his
direction.

         Section 5. TERM; RESIGNATION; REMOVAL; VACANCIES. The officers of the
Corporation shall hold office until their successors are chosen and qualified.
Any officer or agent elected or appointed by the Board of Directors or the
Chairman of the Board may be removed, with or without cause, by the Board of
Directors, but such removal shall be without prejudice to the contract rights,
if any, of the person so removed. Any officer or agent appointed by the Chairman
of the Board pursuant to Section 3 of this Article Four may also be removed from
such office or position by the Board of Directors or the Chairman of the Board,
with or without cause. Any vacancy occurring in any office of the Corporation by
death, resignation, removal or otherwise shall be filled by the Board of
Directors, or, in the case of an officer appointed by the Chairman of the Board,
by the Chairman of the Board or the Board of Directors. Any officer of the
Corporation may resign from his respective office or position by delivering
notice to the Corporation, and such resignation shall be effective without
acceptance. Such resignation shall be effective when delivered unless the notice
specifies a later effective date. If a resignation is made effective at a later
date and the Corporation accepts the future effective date, the Board of
Directors may fill the pending vacancy before the effective date if the Board
provides that the successor does not take office until such effective date.

                                       46
<PAGE>

         Section 6. CHAIRMAN OF THE BOARD. The Chairman of the Board shall
preside at all meetings of the shareholders and the Board of Directors. The
Chairman of the Board shall also serve as the chairman of any executive
committee.

         Section 7. CHIEF EXECUTIVE OFFICER. Subject to the control of the Board
of Directors, the Chief Executive Officer, in conjunction with the President,
shall have general and active management of the business of the Corporation,
shall see that all orders and resolutions of the Board of Directors are carried
into effect and shall have such powers and perform such duties as may be
prescribed by the Board of Directors. In the absence of the Chairman of the
Board or in the event the Board of Directors shall not have designated a
Chairman of the Board, the Chief Executive Officer shall preside at meetings of
the shareholders and the Board of Directors. The Chief Executive Officer shall
also serve as the vice-chairman of any executive committee.

         Section 8. PRESIDENT. Subject to the control of the Board of Directors,
the President, in conjunction with the Chief Executive Officer, shall have
general and active management of the business of the Corporation and shall have
such powers and perform such duties as may be prescribed by the Board of
Directors. In the absence of the Chairman of the Board and the Chief Executive
Officer or in the event the Board of Directors shall not have designated a
Chairman of the Board and a Chief Executive Officer shall not have been elected,
the President shall preside at meetings of the shareholders and the Board of
Directors. The President shall also serve as the vice-chairman of any executive
committee.

         Section 9. VICE PRESIDENTS. The Vice Presidents, in the order of their
seniority, unless otherwise determined by the Board of Directors, shall, in the
absence or disability of the President and the Chief Executive Officer, perform
the duties and exercise the powers of the President. They shall perform such
other duties and have such other powers as the Board of Directors, the Chairman
of the Board or the Chief Executive Officer shall prescribe or as the President
may from time to time delegate. Executive Vice Presidents shall be senior to
Senior Vice Presidents, and Senior Vice Presidents shall be senior to all other
Vice Presidents.

         Section 10. SECRETARY. The Secretary shall attend all meetings of the
shareholders and all meetings of the Board of Directors and record all the
proceedings of the meetings of the shareholders and of the Board of Directors in
a book to be kept for that purpose and shall perform like duties for the
standing committees when required. The Secretary shall give, or cause to be
given, notice of all meetings of the shareholders and special meetings of the
Board of Directors and shall keep in safe custody the seal of the Corporation
and, when authorized by the Board of Directors, affix the same to any instrument
requiring it. The Secretary shall perform such other duties as may be prescribed
by the Board of Directors, the Chairman of the Board, the Chief Executive
Officer or the President.

                                       47
<PAGE>

         Section 11. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall
be responsible for maintaining the financial integrity of the Corporation, shall
prepare the financial plans for the Corporation and shall monitor the financial
performance of the Corporation and its subsidiaries, as well as performing such
other duties as may be prescribed by the Board of Directors, the Chairman of the
Board, the Chief Executive Officer or the President.

         Section 12. TREASURER. The Treasurer shall have the custody of
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the Chairman of the Board and the Board of
Directors at its regular meetings or when the Board of Directors so requires an
account of all his transactions as Treasurer and of the financial condition of
the Corporation. The Treasurer shall perform such other duties as may be
prescribed by the Board of Directors, the Chairman of the Board, the Chief
Executive Officer or the President.

         Section 13. OTHER OFFICERS; EMPLOYEES AND AGENTS. Each and every other
officer, employee and agent of the Corporation shall possess, and may exercise,
such power and authority, and shall perform such duties, as may from time to
time be assigned to such person by the Board of Directors, the officer so
appointing such person or such officer or officers who may from time to time be
designated by the Board of Directors to exercise such supervisory authority.


                                  ARTICLE FIVE

                             CERTIFICATES FOR SHARES
                             -----------------------

         Section 1. ISSUE OF CERTIFICATES. The shares of the Corporation shall
be represented by certificates, provided that the Board of Directors of the
Corporation may provide by resolution or resolutions that some or all of any or
all classes or series of its stock shall be uncertificated shares. Any such
resolution shall not apply to shares represented by a certificate until such
certificate is surrendered to the Corporation. Notwithstanding the adoption of
such a resolution by the Board of Directors, every holder of stock represented
by certificates (and upon request every holder of uncertificated shares) shall
be entitled to have a certificate signed by or in the name of the Corporation by
the Chairman of the Board or a Vice Chairman of the Board, or the Chief
Executive Officer, President or Vice President, and by the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
Corporation, representing the number of shares registered in certificate form.

         Section 2. LEGENDS FOR PREFERENCES AND RESTRICTIONS ON TRANSFER. The
designations, relative rights, preferences and limitations applicable to each
class of shares and the variations in rights, preferences and limitations
determined for each series within a class (and the authority of the Board of
Directors to determine variations for future series) shall be summarized on the
front or back of each certificate. Alternatively, each certificate may state
conspicuously on its front or back that the Corporation will furnish the
shareholder a full statement of this information on request and without charge.

                                       48
<PAGE>

Every certificate representing shares that are restricted as to the sale,
disposition, or transfer of such shares shall also indicate that such shares are
restricted as to transfer, and there shall be set forth or fairly summarized
upon the certificate, or the certificate shall indicate that the Corporation
will furnish to any shareholder upon request and without charge, a full
statement of such restrictions. If the Corporation issues any shares that are
not registered under the Securities Act of 1933, as amended, or not registered
or qualified under the applicable state securities laws, the transfer of any
such shares shall be restricted substantially in accordance with the following
legend:

         THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
         OR UNDER ANY APPLICABLE STATE LAW. THEY MAY NOT BE OFFERED FOR SALE,
         SOLD, TRANSFERRED OR PLEDGED WITHOUT (1) REGISTRATION UNDER THE
         SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE LAW, OR (2) AT HOLDER'S
         EXPENSE, AN OPINION (SATISFACTORY TO THE CORPORATION) OF COUNSEL
         (SATISFACTORY TO THE CORPORATION) THAT REGISTRATION IS NOT REQUIRED.

         Section 3. FACSIMILE SIGNATURES. Any and all signatures on the
certificate may be a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon such
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he were such officer, transfer agent or registrar at the date
of issue.

         Section 4. LOST CERTIFICATES. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost or destroyed. When authorizing such issue of
a new certificate or certificates, the Corporation may, in its discretion and as
a condition precedent to the issuance thereof, require the owner of such lost or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost or destroyed.

         Section 5. TRANSFER OF SHARES. Upon surrender to the Corporation or the
transfer agent of the Corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the Corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

         Section 6. REGISTERED SHAREHOLDERS. The Corporation shall be entitled
to recognize the exclusive rights of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and shall not
be bound to recognize any equitable or other claim to or interest in such share
or shares on the part of any other person, whether or not it shall have express
or other notice thereof, except as otherwise provided by the laws of the State
of Florida.

                                       49
<PAGE>

         Section 7. REDEMPTION OF CONTROL SHARES. As provided by the Florida
Business Corporation Act, if a person acquiring control shares of the
Corporation does not file an acquiring person statement with the Corporation,
the Corporation may, at the discretion of the Board of Directors, redeem the
control shares at the fair value thereof at any time during the 60-day period
after the last acquisition of such control shares. If a person acquiring control
shares of the Corporation files an acquiring person statement with the
Corporation, the control shares may be redeemed by the Corporation, at the
discretion of the Board of Directors, only if such shares are not accorded full
voting rights by the shareholders as provided by law.

                                   ARTICLE SIX

                               GENERAL PROVISIONS
                               ------------------

         Section 1. DIVIDENDS. The Board of Directors may from time to time
declare, and the Corporation may pay, dividends on its outstanding shares in
cash, property, stock (including its own shares) or otherwise pursuant to law
and subject to the provisions of the Articles of Incorporation.

         Section 2. RESERVES. The Board of Directors may by resolution create a
reserve or reserves out of earned surplus for any proper purpose or purposes,
and may abolish any such reserve in the same manner.

         Section 3. CHECKS. All checks or demands for money and notes of the
Corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

         Section 4. FISCAL YEAR. The fiscal year of the Corporation shall end on
June 30 of each year, unless otherwise fixed by resolution of the Board of
Directors.

         Section 5. SEAL. If the corporation adopts a seal, it shall have
inscribed thereon the name and state of incorporation of the Corporation. The
seal may be used by causing it or a facsimile thereof to be impressed or affixed
or in any other manner reproduced.

         Section 6. GENDER. All words used in these Bylaws in the masculine
gender shall extend to and shall include the feminine gender.


                                  ARTICLE SEVEN

                               AMENDMENT OF BYLAWS
                              --------------------

         Except as otherwise set forth herein, these Bylaws may be altered,
amended or repealed or new Bylaws may be adopted at any meeting of the Board of
Directors at which a quorum is present, by the affirmative vote of a majority of
the directors present at such meeting.

                                       50
<PAGE>

                     PRESIDENT'S CERTIFICATE OF ADOPTION OF
                       THE BYLAWS ARMOR ENTERPRISES, INC.

I hereby certify:

         That I am duly elected President of Cyber Public Relations, Inc., a
Florida corporation;

         That the foregoing Bylaws comprising thirteen (13) pages, constitute
the Bylaws of said corporation as duly adopted by the Board of Directors of the
corporation on July 5th, 1998.

         IN WITNESS WEREOF, I have here undersigned my name this 5th day of
July, 1998.


                                                 /S/ MARIA TRINH
                                                 --------------------------
                                                 Maria Trinh, President

                                       51
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>CONSULTING AGREEMENT - THOMAS BRAUN
<TEXT>



EXHIBIT 10.1

                              CONSULTING AGREEMENT

         THIS CONSULTING AGREEMENT (the "Agreement") is made as of the 10th day
of October, 2000, by and between Thomas A. Braun, a citizen and resident of
Canada, of 309 - 837 West Hastings Street, Vancouver, B.C., V6C 3N6
("Consultant") and Cyber Public Relations, Inc., a Florida corporation with its
offices located in Richmond, B.C. (the "Company").

         WHEREAS, Consultant is a practicing attorney with experience in general
corporate securities matters; and

         WHEREAS, the Company desires to retain Consultant to advise and assist
the Company in its development on the terms and conditions set forth below.

         NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company and
Consultant agree as follows:

1.       ENGAGEMENT

         The Company hereby retains Consultant, effective as of the date hereof
         (the "Effective Date") and continuing until termination, as provided
         herein, to assist the Company in it's effecting the purchase of
         businesses and assets relative to its business and growth strategy,
         general business and financial issues consulting, and providing
         assistance in arranging, structuring and closing equity and/or debt
         financing for the Company (the "Services"). The Services are to be
         provided on a "best efforts" basis directly and through Consultant's
         agents or others employed or retained and under the direction of
         Consultant, if any ("Consultant's Personnel"); PROVIDED, HOWEVER, that
         the Services shall expressly exclude any financial or accounting
         advice, accounting services or other services which require licenses or
         certification which Consultant may not have.

2.       TERM

         This Agreement shall have an initial term of six (6) months (the
         "Primary Term"), commencing with the Effective Date. At the conclusion
         of the Primary Term this Agreement may be extended for the same term
         (the "Extension Period") if the parties agree in writing to do so.

3.       TIME AND EFFORT OF CONSULTANT

         Consultant shall allocate time and Consultant's Personnel as it deems
         necessary to provide the Services. The particular amount of time may
         vary from day to day or week to week. Except as otherwise agreed,
         Consultant's monthly statement identifying, in general, tasks performed
         for the Company shall be conclusive evidence that the Services have
         been performed. Additionally, in the absence of willful misfeasance,
         bad faith, negligence or reckless disregard for the obligations or
         duties hereunder by Consultant, neither Consultant nor Consultant's
         Personnel shall be liable to the Company or any of its shareholders for
         any act or omission in the course of or connected with rendering the
         Services, including but not limited to losses that may be sustained in
         any corporate act in any subsequent Business Opportunity (as defined
         herein) undertaken by the Company as a result of advice provided by
         Consultant or Consultant's Personnel.

                                       52
<PAGE>

4.       COMPENSATION

         The Company agrees to pay Consultant a fee for the Services
         ("Consulting Fee") by way of the delivery by the company of One Hundred
         Thousand (100,000) shares of the Company's common stock as a fee,
         issued under Rule 701 with any required restriction, with a deemed
         value of $0.10 per share. These shares shall be delivered within seven
         (7) days of the execution hereof. All shares transferred are considered
         fully earned and non-assessable as of the date hereof.

5.       REGISTRATION OF SHARES

         Company agrees that any shares issued to satisfy a Transaction Fee may
         be registered by the Company with the Securities and Exchange
         Commission under any subsequent applicable registration statement filed
         by the Company at the Company's discretion. Such issuance or
         reservation of shares shall be in reliance on representations and
         warranties of Consultant set forth herein.

6.       COSTS AND EXPENSES

         All third party and out-of-pocket expenses incurred by Consultant in
         the performance of the Services or for the settlement of debts shall be
         paid by the Company, or Consultant shall be reimbursed if paid by
         Consultant on behalf of the Company, within ten (10) days of receipt of
         written notice by Consultant, provided that the Company must approve in
         advance all such expenses in excess of $500 per month.

7.       PLACE OF SERVICES

         The Services provided by Consultant or Consultant's Personnel hereunder
         will be performed at Consultant's offices except as otherwise mutually
         agreed by Consultant and the Company.

8.       INDEPENDENT CONTRACTOR
         Consultant and Consultant's Personnel will act as an independent
         contractor in the performance of its duties under this Agreement.
         Accordingly, Consultant will be responsible for payment of all federal,
         state, and local taxes, if any, on compensation paid under this
         Agreement, including income and social security taxes, unemployment
         insurance, and any other taxes due relative to Consultant's Personnel,
         and any and all business license fees as may be required. This
         Agreement neither expressly NOR impliedly creates a relationship of
         principal and agent, or employee and employer, between Consultant's
         Personnel and the Company. Neither Consultant nor Consultant's
         Personnel are authorized to enter into any agreements on behalf of the
         Company. The Company expressly retains the right to approve, in its
         sole discretion, each Asset Opportunity or Business Opportunity
         introduced by Consultant, and to make all final decisions with respect
         to effecting a transaction on any Business Opportunity.

9.       REJECTED ASSET OPPORTUNITY OR BUSINESS OPPORTUNITY

         If, during the Primary Term of this Agreement or any Extension Period,
         the Company elects not to proceed to acquire, participate or invest in
         any Business Opportunity identified and/or selected by Consultant,
         notwithstanding the time and expense the Company may have incurred

                                       53
<PAGE>

         reviewing such transaction, such Business Opportunity shall revert back
         to and become proprietary to Consultant, and Consultant shall be
         entitled to acquire or broker the sale or investment in such rejected
         Business Opportunity for its own account, or submit such assets or
         Business Opportunity elsewhere. In such event, Consultant shall be
         entitled to any and all profits or fees resulting from Consultant's
         purchase, referral or placement of any such rejected Business
         Opportunity, or the Company's subsequent purchase or financing with
         such Business Opportunity in circumvention of Consultant

10.      NO AGENCY EXPRESS OR IMPLIED

         This Agreement neither expressly nor impliedly creates a relationship
         of principal and agent between the Company and Consultant, or employee
         and employer as between Consultant's Personnel and the Company.

11.      TERMINATION

         The Company and Consultant may terminate this Agreement prior to the
         expiration of the Primary Term upon thirty (30) days written notice
         with mutual written consent. Failing to have mutual consent, without
         prejudice to any other remedy to which the terminating party may be
         entitled, if any, either party may terminate this Agreement with thirty
         (30) days written notice under the following conditions:

         (A)      BY THE COMPANY.
                  --------------

                  (i)      If during the Primary Term of this Agreement or any
                           Extension Period, Consultant is unable to provide the
                           Services as set forth herein for thirty (30)
                           consecutive business days because of illness,
                           accident, or other incapacity of Consultant's
                           Personnel; or,

                  (ii)     If Consultant willfully breaches or neglects the
                           duties required to be performed hereunder; or,

                  (iii)    At Company's option without cause upon 30 days
                           written notice to Consultant; or

         (B)      BY CONSULTANT.
                  --------------

                  (i)      If the Company breaches this Agreement or fails to
                           make any payments or provide information required
                           hereunder; or,

                  (ii)     If the Company ceases business or, other than in an
                           Initial Merger, sells a controlling interest to a
                           third party, or agrees to a consolidation or merger
                           of itself with or into another corporation, or enters
                           into such a transaction outside of the scope of this
                           Agreement, or sells substantially all of its assets
                           to another corporation, entity or individual outside
                           of the scope of this Agreement; or,

                  (iii)    If the Company subsequent to the execution hereof has
                           a receiver appointed for its business or assets, or
                           otherwise becomes insolvent or unable to timely
                           satisfy its obligations in the ordinary course of,
                           including but not limited to the obligation to pay
                           the Initial Fee, the Transaction fee, or the
                           Consulting Fee; or,

                                       54
<PAGE>

                  (iv)     If the Company subsequent to the execution hereof
                           institutes, makes a general assignment for the
                           benefit of creditors, has instituted against it any
                           bankruptcy proceeding for reorganization for
                           rearrangement of its financial affairs, files a
                           petition in a court of bankruptcy, or is adjudicated
                           a bankrupt; or,

                  (v)      If any of the disclosures made herein or subsequent
                           hereto by the Company to Consultant are determined to
                           be materially false or misleading.

         In the event Consultant elects to terminate without cause or this
         Agreement is terminated prior to the expiration of the Primary Term or
         any Extension Period by mutual written agreement, or by the Company for
         the reasons set forth in A(i) and (ii) above, the Company shall only be
         responsible to pay Consultant for unreimbursed expenses, Consulting Fee
         and Transaction Fee accrued up to and including the effective date of
         termination. If this Agreement is terminated by the Company for any
         other reason, or by Consultant for reasons set forth in B(i) through
         (v) above, Consultant shall be entitled to any outstanding unpaid
         portion of reimbursable expenses, Transaction Fee, if any, and for the
         remainder of the unexpired portion of the applicable term (Primary Term
         or Extension Period) of the Agreement.

12.      INDEMNIFICATION

         Subject to the provisions herein, the Company and Consultant agree to
         indemnify, defend and hold each other harmless from and against all
         demands, claims, actions, losses, damages, liabilities, costs and
         expenses, including without limitation, interest, penalties and
         attorneys' fees and expenses asserted against or imposed or incurred by
         either party by reason of or resulting from any action or a breach of
         any representation, warranty, covenant, condition, or agreement of the
         other party to this Agreement.

13.      REMEDIES

         Consultant and the Company acknowledge that in the event of a breach of
         this Agreement by either party, money damages would be inadequate and
         the non-breaching party would have no adequate remedy at law.
         Accordingly, in the event of any controversy concerning the rights or
         obligations under this Agreement, such rights or obligations shall be
         enforceable in a court of equity by a decree of specific performance.
         Such remedy, however, shall be cumulative and nonexclusive and shall be
         in addition to any other remedy to which the parties may be entitled.

14.      MISCELLANEOUS

         (A)      SUBSEQUENT EVENTS. Consultant and the Company each agree to
                  notify the other party if, subsequent to the date of this
                  Agreement, either party incurs obligations which could
                  compromise its efforts and obligations under this Agreement.

         (B)      AMENDMENT. This Agreement may be amended or modified at any
                  time and in any manner only by an instrument in writing
                  executed by the parties hereto.

         (C)      FURTHER ACTIONS AND ASSURANCES. At any time and from time to
                  time, each party agrees, at its or their expense, to take
                  actions and to execute and deliver documents as may be
                  reasonably necessary to effectuate the purposes of this
                  Agreement.

                                       55
<PAGE>

         (D)      WAIVER. Any failure of any party to this Agreement to comply
                  with any of its obligations, agreements, or conditions
                  hereunder may be waived in writing by the party to whom such
                  compliance is owed. The failure of any party to this Agreement
                  to enforce at any time any of the provisions of this Agreement
                  shall in no way be construed to be a waiver of any such
                  provision or a waiver of the right of such party thereafter to
                  enforce each and every such provision. No waiver of any breach
                  of or noncompliance with this Agreement shall be held to be a
                  waiver of any other or subsequent breach or noncompliance.

         (E)      ASSIGNMENT. Neither this Agreement nor any right created by it
                  shall be assignable by either party without the prior written
                  consent of the other.

         (F)      NOTICES. Any notice or other communication required or
                  permitted by this Agreement must be in writing and shall be
                  deemed to be properly given when delivered in person to an
                  officer of the other party, when deposited in the United
                  States mails for transmittal by certified or registered mail,
                  postage prepaid, or when deposited with a public telegraph
                  company for transmittal, or when sent by facsimile
                  transmission charges prepared, provided that the communication
                  is addressed:

                  (i)  In the case of the Company:  Cyber Public Relations, Inc.
                                                    8260 Ryan Road
                                                    Richmond, B.C.  V7A 2E5
                                                    Telephone: (604) 277-2816

                                                    Att:  Maria Trinh, President

                  (ii) In the case of Consultant:   Thomas A. Braun, Esq.
                                                    837 West Hastings Street,
                                                    Suite 309
                                                    Vancouver, B.C.  V6C 3N6
                                                    Telephone: (604) 605-0507
                                                    Telefax: (604) 605-0508


                  or to such other person or address designated in writing by
                  the Company or Consultant to receive notice.

         (G)      HEADINGS. The section and subsection headings in this
                  Agreement are inserted for convenience only and shall not
                  affect in any way the meaning or interpretation of this
                  Agreement.

         (H)      GOVERNING LAW. This Agreement was negotiated and is being
                  contracted for in British Columbia, and shall be governed by
                  the laws of the Province of British Columbia, and Canada,
                  notwithstanding any conflict-of-law provision to the contrary.

         (I)      BINDING EFFECT. This Agreement shall be binding upon the
                  parties hereto and inure to the benefit of the parties, their
                  respective heirs, administrators, executors, successors, and
                  assigns.

                                       56
<PAGE>

         (J)      ENTIRE AGREEMENT. This Agreement contains the entire agreement
                  between the parties hereto and supersedes any and all prior
                  agreements, arrangements, or understandings between the
                  parties relating to the subject matter of this Agreement. No
                  oral understandings, statements, promises, or inducements
                  contrary to the terms of this Agreement exist. No
                  representations, warranties, covenants, or conditions, express
                  or implied, other than as set forth herein, have been made by
                  any party.

         (K)      SEVERABILITY. If any part of this Agreement is deemed to be
                  unenforceable the balance of the Agreement shall remain in
                  full force and effect.

         (L)      COUNTERPARTS. A facsimile, telecopy, or other reproduction of
                  this Agreement may be executed simultaneously in two or more
                  counterparts, each of which shall be deemed an original, but
                  all of which together shall constitute one and the same
                  instrument, by one or more parties hereto and such executed
                  copy may be delivered by facsimile or similar instantaneous
                  electronic transmission device pursuant to which the signature
                  of or on behalf of such party can be seen. In this event, such
                  execution and delivery shall be considered valid, binding and
                  effective for all purposes. At the request of any party
                  hereto, all parties agree to execute an original of this
                  Agreement as well as any facsimile, telecopy or other
                  reproduction hereof.

         (M)      TIME IS OF THE ESSENCE. Time is of the essence of this
                  Agreement and of each and every provision hereof.


         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
         above date.


         The "Company"                                  "Consultant"
         Cyber Public Relations, Inc.
         A Florida Corporation                          Thomas A. Braun, Esq.


         By:  /S/ MARIA TRINH                           /S/ THOMAS A. BRAUN
              ----------------------------              ------------------------
         Name: Maria Trinh                              (Signed)
         Title: President

                                       57
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>CONSULTING AGREEMENT - ANNA TRINH
<TEXT>



EXHIBIT 10.2
                              CONSULTING AGREEMENT

         THIS CONSULTING AGREEMENT (the "Agreement") is made as of the 10th day
of October, 2000, by and between Anna Trinh, a citizen and resident of Canada,
of 8260 Ryan Road, Richmond, B.C. V7A 2E5 ("Consultant") and Cyber Public
Relations, Inc., a Florida corporation with its offices located in Richmond,
B.C. (the "Company").

         WHEREAS, Consultant is a Legal Assistant with experience in general
corporate securities matters; and

         WHEREAS, the Company desires to retain Consultant to advise and assist
the Company in its development on the terms and conditions set forth below.

         NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company and
Consultant agree as follows:

1.       ENGAGEMENT

         The Company hereby retains Consultant, effective as of the date hereof
         (the "Effective Date") and continuing until termination, as provided
         herein, to assist the Company in general management and legal assistant
         services, providing assistance in preparing the Company's initial
         registration statement for the Securities and Exchange Commission (the
         "Services"). The Services are to be provided on a "best efforts" basis
         directly and through Consultant's agents or others employed or retained
         and under the direction of Consultant, if any ("Consultant's
         Personnel"); PROVIDED, HOWEVER, that the Services shall expressly
         exclude any financial or accounting advice, accounting services or
         other services which require licenses or certification which Consultant
         may not have.

2.       TERM

         This Agreement shall have an initial term of six (6) months (the
         "Primary Term"), commencing with the Effective Date. At the conclusion
         of the Primary Term this Agreement may be extended for the same term
         (the "Extension Period") if the parties agree in writing to do so.

3.       TIME AND EFFORT OF CONSULTANT

         Consultant shall allocate time and Consultant's Personnel as it deems
         necessary to provide the Services. The particular amount of time may
         vary from day to day or week to week. Except as otherwise agreed,
         Consultant's monthly statement identifying, in general, tasks performed
         for the Company shall be conclusive evidence that the Services have
         been performed. Additionally, in the absence of willful misfeasance,
         bad faith, negligence or reckless disregard for the obligations or
         duties hereunder by Consultant, neither Consultant nor Consultant's
         Personnel shall be liable to the Company or any of its shareholders for
         any act or omission in the course of or connected with rendering the
         Services, including but not limited to losses that may be sustained in
         any corporate act in any subsequent Business Opportunity (as defined
         herein) undertaken by the Company as a result of advice provided by
         Consultant or Consultant's Personnel.

                                       58
<PAGE>

4.       COMPENSATION

         The Company agrees to pay Consultant a fee for the Services
         ("Consulting Fee") by way of the delivery by the company of Fifty
         Thousand (50,000) shares of the Company's common stock as a fee, issued
         under Rule 701 with any required restriction, with a deemed value of
         $0.10 per share. These shares shall be delivered within seven (7) days
         of the execution hereof. All shares transferred are considered fully
         earned and non-assessable as of the date hereof.

5.       REGISTRATION OF SHARES

         Company agrees that any shares issued to satisfy a Transaction Fee may
         be registered by the Company with the Securities and Exchange
         Commission under any subsequent applicable registration statement filed
         by the Company at the Company's discretion. Such issuance or
         reservation of shares shall be in reliance on representations and
         warranties of Consultant set forth herein.

6.       COSTS AND EXPENSES

         All third party and out-of-pocket expenses incurred by Consultant in
         the performance of the Services or for the settlement of debts shall be
         paid by the Company, or Consultant shall be reimbursed if paid by
         Consultant on behalf of the Company, within ten (10) days of receipt of
         written notice by Consultant, provided that the Company must approve in
         advance all such expenses in excess of $500 per month.

7.       PLACE OF SERVICES

         The Services provided by Consultant or Consultant's Personnel hereunder
         will be performed at Consultant's offices except as otherwise mutually
         agreed by Consultant and the Company.

8.       INDEPENDENT CONTRACTOR

         Consultant and Consultant's Personnel will act as an independent
         contractor in the performance of its duties under this Agreement.
         Accordingly, Consultant will be responsible for payment of all federal,
         state, and local taxes, if any, on compensation paid under this
         Agreement, including income and social security taxes, unemployment
         insurance, and any other taxes due relative to Consultant's Personnel,
         and any and all business license fees as may be required. This
         Agreement neither expressly NOR impliedly creates a relationship of
         principal and agent, or employee and employer, between Consultant's
         Personnel and the Company. Neither Consultant nor Consultant's
         Personnel are authorized to enter into any agreements on behalf of the
         Company. The Company expressly retains the right to approve, in its
         sole discretion, each Asset Opportunity or Business Opportunity
         introduced by Consultant, and to make all final decisions with respect
         to effecting a transaction on any Business Opportunity.

                                       59
<PAGE>

9.       REJECTED ASSET OPPORTUNITY OR BUSINESS OPPORTUNITY

         If, during the Primary Term of this Agreement or any Extension Period,
         the Company elects not to proceed to acquire, participate or invest in
         any Business Opportunity identified and/or selected by Consultant,
         notwithstanding the time and expense the Company may have incurred
         reviewing such transaction, such Business Opportunity shall revert back
         to and become proprietary to Consultant, and Consultant shall be
         entitled to acquire or broker the sale or investment in such rejected
         Business Opportunity for its own account, or submit such assets or
         Business Opportunity elsewhere. In such event, Consultant shall be
         entitled to any and all profits or fees resulting from Consultant's
         purchase, referral or placement of any such rejected Business
         Opportunity, or the Company's subsequent purchase or financing with
         such Business Opportunity in circumvention of Consultant

10.      NO AGENCY EXPRESS OR IMPLIED

         This Agreement neither expressly nor impliedly creates a relationship
         of principal and agent between the Company and Consultant, or employee
         and employer as between Consultant's Personnel and the Company.

11.      TERMINATION

         The Company and Consultant may terminate this Agreement prior to the
         expiration of the Primary Term upon thirty (30) days written notice
         with mutual written consent. Failing to have mutual consent, without
         prejudice to any other remedy to which the terminating party may be
         entitled, if any, either party may terminate this Agreement with thirty
         (30) days written notice under the following conditions:

         (A)      BY THE COMPANY.
                  --------------

                  (i)      If during the Primary Term of this Agreement or any
                           Extension Period, Consultant is unable to provide the
                           Services as set forth herein for thirty (30)
                           consecutive business days because of illness,
                           accident, or other incapacity of Consultant's
                           Personnel; or,

                  (ii)     If Consultant willfully breaches or neglects the
                           duties required to be performed hereunder; or,

                  (iii)    At Company's option without cause upon 30 days
                           written notice to Consultant; or

         (B)      BY CONSULTANT.
                  --------------

                  (i)      If the Company breaches this Agreement or fails to
                           make any payments or provide information required
                           hereunder; or,

                  (ii)     If the Company ceases business or, other than in an
                           Initial Merger, sells a controlling interest to a
                           third party, or agrees to a consolidation or merger
                           of itself with or into another corporation, or enters
                           into such a transaction outside of the scope of this
                           Agreement, or sells substantially all of its assets
                           to another corporation, entity or individual outside
                           of the scope of this Agreement; or,

                                       60
<PAGE>

                  (iii)    If the Company subsequent to the execution hereof has
                           a receiver appointed for its business or assets, or
                           otherwise becomes insolvent or unable to timely
                           satisfy its obligations in the ordinary course of,
                           including but not limited to the obligation to pay
                           the Initial Fee, the Transaction fee, or the
                           Consulting Fee; or,

                  (iv)     If the Company subsequent to the execution hereof
                           institutes, makes a general assignment for the
                           benefit of creditors, has instituted against it any
                           bankruptcy proceeding for reorganization for
                           rearrangement of its financial affairs, files a
                           petition in a court of bankruptcy, or is adjudicated
                           a bankrupt; or,

                  (v)      If any of the disclosures made herein or subsequent
                           hereto by the Company to Consultant are determined to
                           be materially false or misleading.

         In the event Consultant elects to terminate without cause or this
         Agreement is terminated prior to the expiration of the Primary Term or
         any Extension Period by mutual written agreement, or by the Company for
         the reasons set forth in A(i) and (ii) above, the Company shall only be
         responsible to pay Consultant for unreimbursed expenses, Consulting Fee
         and Transaction Fee accrued up to and including the effective date of
         termination. If this Agreement is terminated by the Company for any
         other reason, or by Consultant for reasons set forth in B(i) through
         (v) above, Consultant shall be entitled to any outstanding unpaid
         portion of reimbursable expenses, Transaction Fee, if any, and for the
         remainder of the unexpired portion of the applicable term (Primary Term
         or Extension Period) of the Agreement.

12.      INDEMNIFICATION

         Subject to the provisions herein, the Company and Consultant agree to
         indemnify, defend and hold each other harmless from and against all
         demands, claims, actions, losses, damages, liabilities, costs and
         expenses, including without limitation, interest, penalties and
         attorneys' fees and expenses asserted against or imposed or incurred by
         either party by reason of or resulting from any action or a breach of
         any representation, warranty, covenant, condition, or agreement of the
         other party to this Agreement.

13.      REMEDIES

         Consultant and the Company acknowledge that in the event of a breach of
         this Agreement by either party, money damages would be inadequate and
         the non-breaching party would have no adequate remedy at law.
         Accordingly, in the event of any controversy concerning the rights or
         obligations under this Agreement, such rights or obligations shall be
         enforceable in a court of equity by a decree of specific performance.
         Such remedy, however, shall be cumulative and nonexclusive and shall be
         in addition to any other remedy to which the parties may be entitled.

14.      MISCELLANEOUS

         (A)      SUBSEQUENT EVENTS. Consultant and the Company each agree to
                  notify the other party if, subsequent to the date of this
                  Agreement, either party incurs obligations which could
                  compromise its efforts and obligations under this Agreement.

         (B)      AMENDMENT. This Agreement may be amended or modified at any
                  time and in any manner only by an instrument in writing
                  executed by the parties hereto.

                                       61
<PAGE>

         (C)      FURTHER ACTIONS AND ASSURANCES. At any time and from time to
                  time, each party agrees, at its or their expense, to take
                  actions and to execute and deliver documents as may be
                  reasonably necessary to effectuate the purposes of this
                  Agreement.

         (D)      WAIVER. Any failure of any party to this Agreement to comply
                  with any of its obligations, agreements, or conditions
                  hereunder may be waived in writing by the party to whom such
                  compliance is owed. The failure of any party to this Agreement
                  to enforce at any time any of the provisions of this Agreement
                  shall in no way be construed to be a waiver of any such
                  provision or a waiver of the right of such party thereafter to
                  enforce each and every such provision. No waiver of any breach
                  of or noncompliance with this Agreement shall be held to be a
                  waiver of any other or subsequent breach or noncompliance.

         (E)      ASSIGNMENT. Neither this Agreement nor any right created by it
                  shall be assignable by either party without the prior written
                  consent of the other.

         (F)      NOTICES. Any notice or other communication required or
                  permitted by this Agreement must be in writing and shall be
                  deemed to be properly given when delivered in person to an
                  officer of the other party, when deposited in the United
                  States mails for transmittal by certified or registered mail,
                  postage prepaid, or when deposited with a public telegraph
                  company for transmittal, or when sent by facsimile
                  transmission charges prepared, provided that the communication
                  is addressed:

                  (i)  In the case of the Company:  Cyber Public Relations, Inc.
                                                    8260 Ryan Road
                                                    Richmond, B.C.  V7A 2E5
                                                    Telephone: (604) 277-2816

                                                    Att:  Maria Trinh, President

                  (ii) In the case of Consultant:   Anna Trinh
                                                    309-837 West Hastings Street
                                                    Vancouver, B.C.  V6C 3N6
                                                    Telephone: (604) 605-0507

                  or to such other person or address designated in writing by
                  the Company or Consultant to receive notice.

         (G)      HEADINGS. The section and subsection headings in this
                  Agreement are inserted for convenience only and shall not
                  affect in any way the meaning or interpretation of this
                  Agreement.

         (H)      GOVERNING LAW. This Agreement was negotiated and is being
                  contracted for in Vancouver, and shall be governed by the laws
                  of the Province of British Columbia, and Canada,
                  notwithstanding any conflict-of-law provision to the contrary.

                                       62
<PAGE>

         (I)      BINDING EFFECT. This Agreement shall be binding upon the
                  parties hereto and inure to the benefit of the parties, their
                  respective heirs, administrators, executors, successors, and
                  assigns.

         (J)      ENTIRE AGREEMENT. This Agreement contains the entire agreement
                  between the parties hereto and supersedes any and all prior
                  agreements, arrangements, or understandings between the
                  parties relating to the subject matter of this Agreement. No
                  oral understandings, statements, promises, or inducements
                  contrary to the terms of this Agreement exist. No
                  representations, warranties, covenants, or conditions, express
                  or implied, other than as set forth herein, have been made by
                  any party.

         (K)      SEVERABILITY. If any part of this Agreement is deemed to be
                  unenforceable the balance of the Agreement shall remain in
                  full force and effect.

         (L)      COUNTERPARTS. A facsimile, telecopy, or other reproduction of
                  this Agreement may be executed simultaneously in two or more
                  counterparts, each of which shall be deemed an original, but
                  all of which together shall constitute one and the same
                  instrument, by one or more parties hereto and such executed
                  copy may be delivered by facsimile or similar instantaneous
                  electronic transmission device pursuant to which the signature
                  of or on behalf of such party can be seen. In this event, such
                  execution and delivery shall be considered valid, binding and
                  effective for all purposes. At the request of any party
                  hereto, all parties agree to execute an original of this
                  Agreement as well as any facsimile, telecopy or other
                  reproduction hereof.

         (M)      TIME IS OF THE ESSENCE. Time is of the essence of this
                  Agreement and of each and every provision hereof.


         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
         above date.


         The "Company"                               "Consultant"
         Cyber Public Relations, Inc.
         A Florida Corporation                       Anna Trinh


         By:  /S/ MARIA TRINH                        /S/ ANNA TRINH
              --------------------------------       ---------------------------
         Name: Maria Trinh                           (Signed)
         Title: President

                                       63
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>CONSENT OF BARRY L. FRIEDMAN
<TEXT>



EXHIBIT 23

                             BARRY L. FRIEDMAN, P.C.
                           CERTIFIED PUBLIC ACCOUNTANT

1582 TULITA DRIVE                                        OFFICE  (702) 361-8414
LAS VEGAS, NEVADA  89123                                  FAX NO.(702) 896-0278





To Whom It May Concern:                                         January 10, 2001



         The firm of Barry L. Friedman, P.C., Certified Public Accountant
consents to the inclusion of their report of January 10, 2001, on the Financial
Statements of CYBER PUBLIC RELATIONS, INC., as of December 31, 2000, in any
filings that are necessary now or in the near future with the U.S. Securities
and Exchange Commission.



Very truly yours,


/S/ BARRY L. FRIEDMAN
- ----------------------------
Barry L. Friedman
Certified Public Accountant

                                       64


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
