SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
AMENDMENT NO. 5 TO

FORM SB-2

REGISTRATION STATEMENT

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

CYBER-VITAMIN.COM
(Name of small business issuer in its charter)

California 454110
(State of Incorporation) (Primary Standard Industrial
Classification Code)

91-2021600
(I.R.S. Employer Identification Number)

79811 "A" Country Club Drive
Bermuda Dunes, CA 92201
(800) 929-6147 (PHONE)
(760) 345-0980 (FAX)

(Address and telephone number of principal executive offices)
-------------------------
79811 "A" Country Club Drive
Bermuda Dunes, CA 92201
(800) 929-6147 (PHONE)
(760) 345-0980 (FAX)

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

KENNETH G. EADE
Attorney at Law
827 State Street, Suite 12
Santa Barbara, CA 93101
(805)560-9828 (PHONE)
(805) 560-3608 (TELECOPY)

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

COPIES TO:

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

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

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

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

CALCULATION OF REGISTRATION FEE

<F>

TITLE OF EACH DOLLAR PROPOSED PROPOSED AMOUNT OF
CLASS OF SECURITIES AMOUNT TO MAXIMUM AGGREGATE MAX. AGGREGATE REGISTRATION
FEE
- ------------------- ----------------- --------- -------------- ------------
Common Stock, .001 par $25,000 $.50 $25,000 $ 6.60

Total $25,000 $.50 $25,000 $ 6.60

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

Prospectus

CYBER-VITAMIN.COM

50,000 SHARES OF COMMON STOCK

Up to 50,000 of the shares of common stock offered are being sold by CYBER-
VITAMIN.COM. There is no minimum purchase requirement and no escrow, and the
proceeds may be used by Cyber-Vitamin in its discretion. There is no
established public market for Cyber- Vitamin's common stock, and the offering
price has been arbitrarily determined. Cyber-Vitamin's Common Stock is not
currently listed or quoted on any quotation service. There can be no assurance
that Cyber-Vitamin's common stock will ever be quoted on any quotation service
or that any market for Cyber- Vitamin's stock will ever develop. This offering
is self- underwritten. Shares will be sold by Cyber-Vitamin's sole officer and
Director, without the use of an underwriter.

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

Price Underwriting Proceeds
To Discounts and To
Public Commissions (2) Company (1)
------ --------------- ----------
Per Share $.50 $ 0 $ .50

Total $ 25,000 $ 0 $25,000

(1) Before deducting expenses payable by Cyber-Vitamin, estimated at
approximately $5,500. This offering is self-underwritten, so Cyber-Vitamin is
not obligated to pay commissions or fees on the sales of any of the shares.
This offering is for up to 50,000 common shares. There is no minimum
contingency, and the proceeds may be used in Cyber-Vitamin's discretion.

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

The date of this prospectus is ______________, 2001

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

Prospectus Summary.............................. 1
Risk Factors.................................... 3
Cyber Vitamin is a development stage company
which may make it difficult to evaluate
our future prospects...................... 3
Our financial status creates a doubt whether
we will continue as a going concern, and,
if we do not continue as a going concern,
investors may lose their entire investment... 3
Our success depends on generating awareness of
the Cyber-Vitamin name in association with the
vitamins we sell.............................. 3
If we are not successful in raising at least
$10,000 in teh next twelve months, investors
may lose their entire investment.............. 3
We will need additional capital to fund our
expected needs for working capital and capital
expenditures................................. 3
We depend on our two officers who comprise the
entire management team at the present time...... 5
We do not have an encrypted link for credit
card sales and we may not be able to generate
sales if our website and systems are not as
convenient or secure as the sites of our
competitors..................................... 6
Cyber-Vitamin has complete discretion in spending
the proceeds of this offering................... 6
Related party transactions and possible conflicts
of interest affect investors' investment in our
shares........................................... 6
We do not have an encrypted link for credit card
sales and we may not be able to generate sales
if our website and systems are not as convenient
to use as the sites of our competitors............ 6
We face intense competition in Internet vitamin
sales........................................... 7
Consumers may not accept an online source for
our products.................................... 7
Extensive governmental regulation could limit
our sales or add significant additional costs... 7
The sale of vitamins and minerals involves
product liability and other risks.............. 7
We depend on third party shippers to deliver our
products in a timely manner.................. 7
Our present systems are inadequate to support
rapid growth in user demand.................. 8
Our computer and communications systems may
fail or experience delays..................... 8

5
We depend on continued growth in use of the
Internet and online commerce.................. 8
We may be unable to respond to rapid changes in
the online commerce industry.................. 8
This offering has no escrow, and investor funds
may be used on receipt......................... 9

Use of Proceeds................................. 12
Dividend Policy................................. 13
Price Range of Securities....................... 13
Capitalization.................................. 13
Dilution........................................ 14
Selected Financial Data......................... 13
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.................................... 14
Business........................................ 17
Management...................................... 27
Certain Transactions............................ 29
Principal Stockholders.......................... 30
Description of Securities....................... 30
Shares Eligible for Future Sale................. 32
Plan of Distribution............................ 33
Legal Matters................................... 34
Experts......................................... 34
Index to Financial Statements................... 35

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

PROSPECTUS SUMMARY

CORPORATE BACKGROUND

Cyber-Vitamin was organized on February 1, 2000. We have just recently
launched our e-commerce website in

August, 2000, to engage in our
planned operations of selling vitamins on the Internet, but have not generated
any vitamin sales so far. We intend to begin advertising and promotion of the
website upon the receipt of the first proceeds of this offering, if any, which
we predict will occur by June 30, 2000. Our plan of operations depends upon
raising sufficient funds to engage in traditional and Internet advertising and
promotion of our web site and products. Cyber-Vitamin is controlled by two
individuals who devote only 25% each of their time to the business of Cyber-
Vitamin. There can be no assurance that Cyber-Vitamin's common stock will ever
develop a market.

THE OFFERING

Common Stock Offered..................... Up to 50,000 shares

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

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

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

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

Term of offering................... Until June 15, 2001

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

SUMMARY FINANCIAL DATA

The following summary financial data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Consolidated Financial Statements, including Notes,
included elsewhere in this Prospectus. The statement of operations data for the
period inception to December 31, 2000 and the consolidated balance sheet data
at December 31, 2000 come from Cyber-Vitamin's audited Consolidated Financial
Statements included elsewhere in this Prospectus. The consolidated statement of
operations data for the period inception to December 31, 2000 come from Cyber-
Vitamin's audited financial statements for those years, which are included in
this Prospectus. These statements include all adjustments that Cyber-Vitamin
considers necessary for a fair presentation of the financial position and
results of operations at that date and for such periods. The operating results
for the period ended 2000 do not necessarily indicate the results to be
expected for the full year or for any future period.

[CAPTION]
BALANCE SHEET DATA:

December 31, 2000
-----------------
Assets: ............................. $ --
=======

Liabilities - Accounts Payable ...... $ --
-------

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

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

STATEMENT OF OPERATIONS DATA:

Cumulative
Since
inception
Period ended of
Dec. 31,2000 Development
Stage
---------------- -----
Revenues: $ -- $ --
General and administrative
Expenses: 1,950 1,950
---------------- -----

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

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

RISK FACTORS

Prospective Investors in the Shares offered should carefully consider the
following risk factors, in addition to the other information appearing in this
prospectus.

Cyber-Vitamin is a development stage company with no operating history, which
may make it difficult to evaluate our future prospects.

Cyber-Vitamin's prospects must be considered in light of the risks, expenses,
delays and difficulties frequently encountered in establishing a new business
in an industry characterized by intense competition. Since inception, Cyber-
Vitamin has incurred losses of $1,950, and we expect to incur net losses
in the foreseeable future. These losses are in the form of pre-operating
expenses, since we have just begun operations.

Our financial status creates a doubt whether we will continue as a going
concern, and, if we do not continue as a going concern, investors may lose
their entire investment.

As noted in note 4 to our financial statements, we have nominal assets and no
current operations with which to create operating capital. We seek to raise
operating capital to promote and advertise our web site in an offering of our
common stock on Form SB-2. Our company's plan specifies a minimum amount of
$10,000 in operating capital to operate for the next 12 months. However, there
can be no assurance that such offering will be successful.

Our success depends on generating awareness of the Cyber-Vitamin name in
association with the vitamins we sell.

We intend to spend the majority of proceeds from this and future offerings
on marketing and promotional expenditures for our website, which may not be
successful in generating any awareness of our website. We must establish,
maintain and enhance the Cyber-Vitamin name to attract customers to our website
and to generate revenues from product sales. Name recognition and customer
loyalty will become increasingly important as more companies with established
brands in online services or vitamins, nutritional supplements and minerals
offer competing services on the Internet. Development of the Cyber-Vitamin
name will depend largely on our success in providing a quality online shopping
experience supported by high levels of customer service.

If we are not successful in raising at least $10,000 in the next twelve
months, investors may lose their entire investment.

If we are unsuccessful in raising at least $10,000 from this offering for our
operations during the next twelve months, we will be unable to pay our minimum
operating expenses, and, unless we have financial contributions from our
principal, we will be forced to temporarily or permanently cease our
operations. This may result in investors losing their entire investment.

We will need additional capital to fund our expected needs for working capital
and capital expenditures.

We require substantial capital to fund our business. Since our inception, we
have experienced negative cash flow from operations and expect to experience
significant negative cash flow from operations for the foreseeable future. We
expect that the net proceeds of this offering will be sufficient to meet our
expected needs for working capital and capital expenditures for at least the
next 12 months. However, we may need to raise additional funds prior to the
end of this period, and, if additional capital is required, we expect to
attempt to sell additional shares though private placements of our stock.
If we raise future capital in private offerings, depending on the terms of
the private offerings, it may dilute the holdings of investors who purchase our
shares in this offering beyond the dilution figures we have presented in this
prospectus. We cannot be certain that additional financing will be
available to us when required on favorable terms or at all. Our inability to
obtain adequate capital would limit our ability to achieve the level of
corporate growth that we believe to be necessary to succeed in our business.

We depend on our two officers who comprise the entire management team at the
present time.

Our success depends on hiring, retaining and integrating senior management and
skilled employees in order to expand our business. We have only two
officers; Robert T. Yarbray, the president, secretary, and director of Cyber-
Vitmain, and George White, the chief financial officer and director, who each
devote approximately 25 hours per week to our business. The loss of Mr.
Yarbray or Mr. White could slow the growth of our business.

Cyber-Vitamin has complete discretion in spending proceeds of this offering.

Once this offering is complete, it is possible that we may decide not to spend
any of the proceeds on further development of the website and associated
advertising necessary to continue operations.

Related party transactions and possible conflicts of interest affect
investors' investment in our shares.

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

We do not have an encrypted link for credit card sales and we may not
be able to generate sales if our website and systems are not as convenient or
secure as the sites of our competitors.

We currently use "DC Shop" for credit card sales, which is not as secure for
consumers as an encrypted link. We plan to add an encrypted link by phase two
of our plan of operations, within the second year of operations, but there can
be no assurance that we will do so. This may cause consumers to avoid ordering
our products due to privacy and safety concerns about their credit card
information.

We must continually improve and enhance the functionality and performance of
our website, order tracking and other technical systems to provide a convenient
shopping experience. We must also introduce additional or enhanced features and
services from time to time to attract and retain customer. Failure to improve
these systems effectively or within a reasonable period of time may cause
customers to visit our website less frequently or not at all. New services or
features may contain errors, and we may need to modify the design of these
services to correct errors. If customers encounter difficulty with or do not
accept new services or features, they may buy from other online vendors and
cause our sales to decline.

We face intense competition in Internet vitamin sales.

10
We compete with numerous resellers, manufacturers and wholesalers, including
other online companies as well as retail and catalog sources. Most of our
competitors may have greater access to capital than we do and may use these
resources to engage in aggressive advertising and marketing campaigns. The
current prevalence of aggressive advertising and promotion may generate pricing
pressures to which we must respond.

Consumers may not accept an online source for our products.

Our success depends on attracting and retaining a high volume of online
customers at a reasonable cost. We may not be able to convert a large number of
consumers from traditional shopping methods to online shopping. Factors that
could prevent or delay the widespread consumer acceptance of purchasing
vitamins, nutritional supplements and minerals online, and consequently our
ability to increase our revenues, include:

- shipping charges, which do not apply to shopping at traditional retail
stores;

- delivery time associated with online orders, as compared to the
immediate receipt of products at a physical store;

- pricing that does not meet consumer expectations of finding "the lowest
price on the Internet";

- lack of consumer awareness of our online presence;

- customer concerns about the security of online transactions and the
privacy of personal health information;

- product damage from shipping or shipments of wrong or expired products,
which may result in a failure to establish customer trust in purchasing our
products online;

- delays in responses to customer inquiries or in deliveries to customers;
and

- difficulty in returning or exchanging orders.

Extensive governmental regulation could limit our sales or add significant
additional costs to our business.

Because the online market for vitamins, nutritional supplements and minerals is
relatively new, there is little common law or regulatory guidance that
clarifies the manner in which government regulation impacts online sales.
Governmental regulation may limit our sales or add significant additional costs
to our business. The two principal federal agencies that regulate dietary
supplements, including vitamins, nutritional supplements and minerals, are the
Food and Drug Administration and the Federal Trade Commission.

Among other matters, FDA regulations govern claims that assert the health or
nutritional value of a product. Many FDA and FTC remedies and processes,
including imposing civil penalties in the millions of dollars and commencing
criminal prosecution, are available under federal statutes and regulations if
product claims violate the law. Similar enforcement action may also result from
noncompliance with other regulatory requirements, such as FDA labeling rules.
The FDA also reviews some product claims that companies must submit for agency
evaluation and may find them unacceptable. State, local and foreign authorities
may also bring enforcement actions for violations of these laws. In addition,
because we sell products outside the United States, our business is also
subject to the risks associated with United States and foreign legislation and
regulations relating to exports. See "Business -- Government Regulation" for
additional discussion of the government regulations impacting our business.

The sale of vitamins and minerals involves product liability and other risks.

Like any other distributor or manufacturer of products that are ingested, we
face an inherent risk of exposure to product liability claims if the use of our
products results in illness or injury. If we do not have adequate insurance or
contractual indemnification, product liability claims could have a material
adverse effect on our business. Cyber-Vitamin has no current product liability
insurance. Manufacturers and distributors of vitamins, nutritional supplements
and minerals have been named as defendants in product liability lawsuits from
time to time. The successful assertion or settlement of an uninsured claim, or
the failure to obtain adequate insurance coverage would harm us by adding
further costs to our business and by diverting the attention of our senior
management from the operation of our business.

Some of our products contain innovative ingredients or combinations of
ingredients, and there is little long-term experience with human consumption of
these ingredients or combinations in concentrated form. In addition,
interactions of these products with other similar products, prescription
medicines and over-the-counter drugs have not been fully explored. Although
the manufacturers may perform research and tests in connection with the
formulation and production of the products that we sell, there are no
conclusive clinical studies regarding many of our products. We depend upon
customer perceptions about the safety and quality of our products and of
similar products distributed by our competitors. The mere publication of
reports asserting that a particular product may be harmful may substantially
reduce or eliminate sales of the product, regardless of whether the reports are
scientifically supported and regardless of whether the harmful effects would be
present at recommended dosages. Vitamins, nutritional supplements and minerals
are subject to sharp increases in consumer interest, which in some cases stems
from discussion of particular products in the popular press.

We depend on third party shippers to deliver our products in a timely manner.

Our customers cannot visit physical stores to pick up our products. Our product
distribution relies instead on third-party delivery services, including the
United States Postal Service and United Parcel Service. Strikes and other
interruptions may delay the timely delivery of customer orders, and customers
may refuse to purchase our products because of this loss of convenience.

Our present systems are inadequate to support rapid growth in user demand.

Our success depends on generating a high volume of traffic to our website.
However, growth in the number of users accessing our website may strain or
exceed the capacity of our computer systems and lead to declines in performance
or system failure. We believe that our present systems will not be adequate to
accommodate rapid growth in user demand. Increased sales volume as a result of
increased traffic may exceed our supply and fulfillment capabilities. Failure
to accommodate increased traffic may decrease levels of customer service and
satisfaction.

Our computer and communications systems may fail or experience delays.

Our success, and in particular our ability to receive and fulfill orders and
provide quality customer service, depends on the efficient and uninterrupted
operation of our computer systems. System interruptions may result from fire,
power loss, water damage, telecommunications failures, vandalism and other
malicious acts and problems related to our equipment. Our website may also
experience disruptions or interruptions in service due to failures by third-
party communications providers. We depend on communications providers and our
website host to provide our customers with access to our website. In addition,
our customers depend on their own Internet service providers for access to our
website. Periodic system interruptions will occur. These occurrences may cause
customers to perceive our website as not functioning properly and therefore
cause them to stop using our services.

We depend on continued growth in use of the Internet and online commerce.

Our success depends upon the ability of the Internet infrastructure to support
increased use. The performance and reliability of the Internet may decline as
the number of online users grows or bandwidth requirements increase. The
Internet has experienced a variety of outages due to damage to portions of its
infrastructure. If outages or delays frequently occur in the future, Internet
usage and usage of our website may grow slowly or decline. Concerns about
inadequate Internet infrastructure, security, reliability, accessibility,
privacy and the availability of cost-effective, high-speed service also may
inhibit growth in Internet usage. Even if the necessary infrastructure or
technologies develop, we may incur significant costs to adapt our operating
strategy. Our success also depends upon acceptance and use of online commerce
as an effective medium of commerce. Widespread use of the Internet and online
commerce is a recent phenomenon. A large base of consumers may not adopt and
continue to use the Internet as a medium of commerce.

We may be unable to respond to rapid changes in the online commerce industry.

To be competitive, we must continue to enhance and improve the responsiveness,
functionality and features of our website. Online commerce has been
characterized by rapid technological change, evolving industry standards,
changes in user and customer requirements and preferences, frequent new product
and service introductions embodying new technologies and the emergence of new
industry standards and practices that could render our website, technology and
systems obsolete.

We must obtain licensed technologies useful in our business, enhance our
existing services, develop new services and technologies that address
sophisticated and varied consumer needs, respond to technological advances and
emerging industry standards and practices on a timely and cost-effective basis
and address evolving customer preferences. We may experience difficulties that
delay or prevent our being able to respond to these changes.

The offering has no escrow, and investor funds may be used on receipt.

There is no escrow of any funds received by Cyber-Vitamin in this offering, and
any funds received may be used by Cyber-Vitamin for any corporate purpose as
the funds are received.

USE OF PROCEEDS

The net proceeds to Cyber-Vitamin from the sale of the shares of Common stock
offered are estimated to be approximately $19,500 if all shares in this
offering are sold. Cyber-Vitamin intends to use these proceeds for web site
promotion, working capital and general corporate purposes, as follows:

Use Amount

Web site development 10,000
Web site promotion 3,500
Management salaries 0
Employee salaries 4,500
Working capital 1,500
--------
Total: $19,500

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

10% 25% 50% 75%
--- ----- ------ -------

Web site development 550 1,000 2,000 6,500
Web site promotion 350 875 1,750 2,625
Management salaries 0 0 0 0
Employee salaries 450 1,125 2,250 3,375
Working capital 500 1,250 2,500 3,750
------ ----- ----- -------
Totals: $1,850 $4,250 $8,500 $16,250

14
The allocation of the net proceeds of the Offering set forth above represents
Cyber-Vitamin's best estimates based upon its current plans and certain
assumptions regarding industry and general economic conditions and Cyber-
Vitamin's future revenues and expenditures. If any of these factors change,
Cyber-Vitamin may find it necessary or advisable to reallocate some of the
proceeds within the above-described categories.

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

DIVIDEND POLICY

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

PRICE RANGE OF SECURITIES

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

CAPITALIZATION

The following table sets forth the short-term debt and capitalization of Cyber-
Vitamin as of December 31, 2000. The table should be read in conjunction with
the Consolidated Financial Statements, including the Notes thereto, appearing
elsewhere in this Prospectus.

BALANCE SHEET DATA:
- ---------------------
12/31/2000
-------

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

Liabilities - Accounts Payable ..................... $ --

15
Stockholders' Equity:
Common stock, Par value $.001
Authorized 100,000,000 shares,
Issued 1,950,000 shares at December 31,
2000 .................................. 1,950
Paid-In Capital .................................. --
Retained Deficit ................................. (1,950)
------
Total Stockholders' Equity .................... --
------
Total Liabilities and
Stockholders' Equity ........................ $ --
======

DILUTION

As of December 31, 2000, Cyber-Vitamin's net tangible book value was $0, or $0
per share of common stock. Net tangible book value is the aggregate amount of
Cyber-Vitamin's tangible assets less its total liabilities. Net tangible book
value per share represents Cyber-Vitamin's total tangible assets less its total
liabilities, divided by the number of shares of common stock outstanding.
After giving effect to the sale of 50,000 shares at an offering price of $.50
per share of Common stock, application of the estimated net sale proceeds
(after deducting offering expenses of $5,500), Cyber-Vitamin's net tangible
book value as of the closing of this offering would increase from $0 to $.005
per share. This represents an immediate increase in the net tangible book
value of $.005 per share to current shareholders, and immediate dilution of
$.495 per share to new investors, as illustrated in the following table:

Public offering price per share of common stock ...... $ 0.50
Net tangible book value per share before ............. $ 0
Increase per share attributable to new investors...... $ .005
Net tangible book value per share after offering...... $ .005
Dilution per share to new investors................... $ 0.495
Percentage dilution......................................99.5%

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

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

COMPANY OVERVIEW

Cyber-Vitamin was organized on February 1, 2000, under the original name of
Exotic-Bird.com, and has just recently commenced operations in August,
2000, with the launching of its new website. Cyber-Vitamin's original
purpose was to sell exotic birds on the Internet, but it changed its business
focus in June 2000, and its corporate name on July 3, 2000 to focus on its new
business purpose of vitamin sales on the Internet. Cyber-Vitamin's former
sole officer and director, Damir DeBalkany, resigned as officer and director on
October 3, 2000, and was replaced by Robert T. Yarbray and George R. White.
Cyber-Vitamin has just launched its e commerce site on the Internet for the
purpose of engaging in the business of selling of vitamins. Since the web site
has just been launched and has not been advertised or promoted yet, Cyber-
Vitamin has virtually no operations, assets or revenue and has net losses
consisting of pre-operating expenses, of $1,950. Cyber-Vitamin's common stock
is not listed on any recognized exchange or quoted on any quotation medium.
There can be no assurance that its common stock will ever develop a market.

PLAN OF OPERATIONS-IN GENERAL

Cyber-Vitamin's plan of operations is to sell vitamins on the Internet. In
management's opinion, vitamins from retail outlets are too expensive for the
average consumer, and the vitamins can be easily ordered from the Internet,
because, in management's opinion, they are not the type of items which require
physical inspection, as vitamins are usually packaged securely and safely, and
buyers of vitamins rely on the ingredients of the vitamins rather than a
physical inspection of them. We will provide a satisfaction guarantee and full
refund and, if customers are not satisfied, they may return the unopened
product for a full refund. Cyber-Vitamin will seek to establish an aggressive
marketing plan both on the Internet and conventionally.

Cyber-Vitamin presently has no cash with which to satisfy any future cash
requirements. Cyber-Vitamin will need a minimum of $10,000 to satisfy its
cash requirements for the next 12 months. In order to raise this minimum
amount of capital, Cyber-Vitamin depends on the success of this offering in
selling at least 50% of the shares offered. If we are not successful in
raising in selling at least 50% of the shares in this offering, we will have to
seek a private placement of our stock or borrow from our principals. We have
not engaged in any private placements of our common stock to date.

Our minimum operating expenses are relatively low, and management expects that
the majority of proceeds from these offerings can be invested in further
development, promotion and advertising of the website, which should develop,
within the next 12 months, sufficient gross revenues, to support minimum
operating overhead of less than $1,000 per month. Cyber-Vitamin does not
anticipate any further research and development of any products, nor does it
expect to incur any research and development costs. Cyber-Vitamin does not
expect the purchase or sale of plant or any significant equipment, and it does
not anticipate any change in the number of its employees, with the exception of
the fact that it intends to hire additional clerical employees. Cyber-Vitamin
has no current material commitments. Cyber-Vitamin has generated no revenue
since its inception.

Cyber-Vitamin has just recently commenced operations. It has obtained domain
names for its web site, and has developed and launched an e-commerce site,
www.cyber-vitamin.com, and a duplicate website at Internet-vitamin.com. The
website was developed by a website developer in exchange for 100,000 common
shares of Cyber-Vitamin stock. Over the next twelve months, Cyber-Vitamin plans
to establish itself on over 1500 Internet search engines and Internet links. We
have submitted our website name, description and search key words and have been
accepted by Alta Vista, Excite, Goto.com, Lycos, Infoseek, Webcrawler, HotBot,
What-U-Seek, Infomak, Northern Light, AOL Netfind, Euroferret, PlanetSearch,
Rex, Anzwers, Ibcnet, Infospace, SearchKing, UK Index, Por Find, Powercrawler,
Fireball, Intersearch, and over 275 links and Internet classifieds.

Since we have not yet promoted our site on these search engines and links, and
have not yet done any advertising or promotion, we have not made any vitamin
sales to date, and still must be considered to be a developmental stage company
with limited operations and no revenue.

Cyber-Vitamin has no current plans, preliminary or otherwise, to merge with any
other entity.

Cyber-Vitamin is still considered to be a development stage company, which has
generated no revenue to date, and is dependent upon the raising of capital
through placement of its common stock. There can be no assurance that Cyber-
Vitamin will be successful in raising the capital it requires through the sale
of its common stock.

BUSINESS
IN GENERAL

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

Cyber-Vitamin's mailing address is 79811 "A" Country Club Drive, Bermuda Dunes,
CA 92201. The telephone number of its principal executive office is (800) 929-
6147.

FORWARD LOOKING STATEMENTS

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

CYBER-VITAMIN

Cyber-Vitamin is on online source for vitamin products and content related to
vitamins, nutritional supplements and minerals. Our www.cyber-vitamin.com
website, which was launched in August, 2000, offers consumers an extensive
selection of vitamins, nutritional supplements and minerals.

Our strategy is to become a leading online source for vitamins, nutritional
supplements and minerals by positioning ourselves on Internet links and search
engines, and by conventional direct mail advertising. All conventional
advertising and marketing will be done internally. We do not intend to hire an
outside advertising agency. Our website developer will, in return for payment
in common stock, establish a regular submission schedule to all major search
engines and links to sites of similar interests to establish traffic to our
website, and will, along with management, analyze weekly traffic and source
reports from reporting software which monitors our websites.

Our e-commerce website is located at www.cyber-vitamin.com.

BUSINESS STRATEGY

The online opportunity. We believe that the Internet is uniquely qualified to
become the "channel of choice" for vitamins, nutritional supplements and
minerals. Using the Internet, we offer a highly efficient solution that allows
customers to research a large selection of products in the convenience and
privacy of their own homes so that informed purchase decisions may be made. In
addition, we believe that the privacy of the Internet enables consumers to feel
more comfortable in purchasing personal products, since the information
conveyed is confidential. These benefits, together with the convenience of
being able to shop 24 hours per day, seven days per week, the ability to
reorder products easily and the availability of a large product selection make
the Internet an excellent distribution channel for these products. In November
1998, Packaged Facts called the World Wide Web an "ideal place" to market
vitamins, nutritional supplements and minerals, due in part to the low shipping
cost relative to the value of the products, as well as the capability of
providing detailed information about a large number of products.

Our goal is to make Cyber-vitamin.com a comprehensive online source for
products and information about vitamins, nutritional supplements and minerals.
To achieve this goal, we are focusing on the following objectives:

-Offer a large selection of products and provide a convenient shopping
experience

By offering an extensive selection of quality products, together with access to
product and health-oriented information, we believe that we make our products
accessible to a wide range of consumers whose level of interest and knowledge
ranges from casual to sophisticated. The easy-to-use search capabilities of our
website and its flexible database structure allow customers to tailor the
breadth of product choice. We provide consumers with the ability to shop 24
hours per day, seven days per week.

-Offer compelling content and information. As we enhance our website, we
will provide information about vitamins, nutritional supplements and minerals,
and hyperlinks to credible third-party information sources about health and
nutrition on well-known health-related websites, such as www.drkoop.com,
www.drweil.com, www.InteliHealth.com and www.onhealth.com.

GROWTH STRATEGY

Our growth strategy focuses on maximizing the lifetime value of our customers
by establishing ourselves as a "trusted provider" of vitamins, nutritional
supplements and minerals and by creating long-term customer relationships. We
believe that this strategy will build customer loyalty, encourage repeat
purchases, increase average order size and produce recurring revenues. In order
to maximize the lifetime value of our customers, we believe that we must:

- generate high levels of interest and awareness of the Cyber-Vitamin
brand to encourage consumers to try online purchasing;

- build customer trust in the Cyber-Vitamin brand;

- provide helpful product information to facilitate informed
purchases; and

- reward customer loyalty.

The key elements of our growth strategy include:

--Acquire new customers. Our objective is to attract new customers
through aggressive marketing initiatives and strategic relationships that
generate awareness of the Cyber-Vitamin brand as a comprehensive online source
for both products and hyperlinks to credible third-party information sources.

- Accelerate marketing initiatives. We plan to utilize a broad range of
advertising and marketing programs to build awareness of Cyber-Vitamin.com as a
comprehensive online source for products and information. We will use these
programs to communicate the value proposition of our website and to encourage
new customers to experience online buying. Our marketing initiatives will
include online and traditional media, and others and direct and database
marketing.

- Build strategic relationships. We will attempt to build new strategic
relationships to enhance the Cyber-Vitamin brand. Our goal is to maximize
customer retention and to increase order frequency and size across our customer
base. Through a combination of quality products, price and service, coupled
with the personalization capabilities of the Internet, we plan to build
relationships with our customers that will meet their lifetime purchasing
needs for vitamins, nutritional supplements and minerals. We intend to promote
customer retention and growth by utilizing the following strategies:

- Utilize customer database for target marketing. We plan to develop and
target a customer database with e-mail marketing messages designed to stimulate
repeat purchases and increased spending. Our database will contain a detailed
customer information about the preferences and purchasing patterns of our
online customers.
20
- Enhance customer experience. To enhance the purchasing experience, we
intend to invest in technology, such as customization features, and to increase
our offerings. We will use customer feedback and transaction histories to
expand our product offerings and to pursue additional revenue opportunities. In
addition, we will build strategic relationships and licensing arrangements to
expand our content offerings.

MILESTONES

- First phase. It is anticipated that, if this offering is successful in
selling all of the 50,000 shares offered, we will have enough capital to
satisfy our cash requirements for the next twelve months. With this capital,
we will be able to launch our Internet campaign to build awareness of our
brand, and our banner advertising and improve our website by making it easier
to use, more secure with advanced encryption technology, and more informative.

This is the first phase of the accomplishment of our goals. Management expects
to reach this goal by the end of the sixth month following the closing of this
offering, and the source of funds to accomplish this goal are from this
offering. We expect to generate our first revenues as a result of this phase.

- Second phase. Our second phase includes the acceleration of our
marketing activities by conventional direct advertising, the establishment of
strategic relationships and the expansion of our supplier base, which can only
be accomplished by hiring additional clerical personnel and by the raising of
additional capital, which we plan to accomplish by private placements of common
stock, in the event the funds from this offering are not sufficient. There
are no commitments to purchase any of our common stock in a private placement,
but we do have private sources to solicit for private placement capital. The
successful private placement of our common stock depends upon us establishing a
quote for our stock on a national quotation service such as the pink sheets or
the NASD Bulletin Board, and there can be no assurance that this can be
accomplished. We will continue to rely upon Internet expertise of outside
technicians in return for common stock for the improvement of our website and
the launching of our Internet campaign to build awareness of our brand, in the
event we are unable to raise sufficient capital. The cost of the second phase
is estimated by management to be a minimum of $100,000 to a maximum of
$250,000. There can be no assurance that we will be able to raise this
capital. Depending upon the ability to raise the capital necessary for this
phase, we expect that it will be accomplished by the twelfth month after
closing of this offering.

ADVERTISING AND MARKETING

We intend to pursue comprehensive advertising and marketing campaigns. We have
begun to develop name awareness by submitting our website to search
engines, at a cost to us of approximately $150 per month. After the receipt of
the proceeds of this offering, if any, we intend to implement an

aggressive online advertising and marketing campaign to increase awareness of
the Cyber-Vitamin name and to acquire new customers through multiple channels,
including traditional and online advertising, direct marketing and expansion
and strengthening of our strategic relationships. We believe that the use of
multiple marketing channels reduces reliance on any one source of customers,
maximizes brand awareness and promotes customer acquisition. In addition to the
specific strategies discussed below, we will seek to maximize the lifetime
value of our customers by focusing on purchase frequency and customer
retention.

Traditional and online advertising. We intend to pursue a traditional media-
based advertising campaign that may include television, radio, print, outdoor
and event-based advertising, as well as an aggressive online campaign to build
consumer awareness of our website.

Cyber-Vitamin will seek to promote its web site and attract visitors to it by
becoming predominant on major search engines and banner advertisements. In
addition, Cyber-Vitamin will promote its web site and its products by
conventional advertising and marketing.

To help achieve its sales goals, Cyber-Vitamin plans to implement an aggressive
online marketing campaign. The objective will be to name awareness for Cyber-
Vitamin in the online community and to continually acquire new visitors to its
Web site. One of the best ways to attract this target audience is to achieve
high visibility in the places where prospective customers are likely to be
browsing. Cyber-Vitamin's online campaign will target sites that generate high
traffic from Internet users who fit Cyber- Vitamin's customer profile. In order
to create this market presence and increase customer awareness, Cyber-Vitamin
intends to promote its Web site on the most effective search engines,
directories and promotional sites the Internet offers. However, there can be no
assurance that it will implement these programs. The programs to establish
visibility and increase traffic to the web site include directory submissions
to make sure Cyber-Vitamin is listed in the top five listings on the major
search engines such as Yahoo, America Online, Excite, Infoseek, HotBot,
AltaVista, and Lycos, when a potential visitor types in key words related to
software sales. The reason for this is that many new e commerce consumers
seeking vendors of merchandise will perform searches on the major search
engines for information. Of course, there can be no assurance that Cyber-
Vitamin can obtain such a status, but it will continually update its
submissions to search engines to keep them current and will update its site
weekly. Cyber-Vitamin will review its site data to optimize its listing. Once
the site data has been perfected, Cyber-Vitamin's site will be submitted to the
top 75 search engines and promotional sites. While listing a Web site with the
search engines and promotional sites is a high priority for the foundation of
Cyber-Vitamin's Internet program, targeted links with sites of similar interest
is another powerful method of obtaining visitors that are interested in Cyber-
Vitamin's site. Cyber-Vitamin will search for sites of similar interest where
it is likely to find its target audience to place targeted links. These links
will increase targeted traffic to Cyber-Vitamin's Web site.

Cyber-Vitamin intends to design a professional banner and place it with various
sites and banner exchange facilities on a "reciprocal" basis, at no charge to
Cyber-Vitamin. Cyber-Vitamin also plans to purchase online ad banners on highly
trafficked Web sites that appeal to Cyber-Vitamin's target audience. We have
not yet placed banners on any sites.

Cyber-Vitamin intends to announce its products and services on the Web in press
releases through PR Newswire. Favorable articles or editorial pieces about
Cyber-Vitamin's Web site can generate tremendous visibility and opportunity to
sell its products and services. Cyber-Vitamin will e-mail its press releases to
targeted publications selected from a database of over 30,000 media resources.
We will send our e mail press releases to approximately 1,000 media resources.
Press releases can be distributed within 72 hours.

COMPETITION

The vitamin, nutritional supplement and mineral market is highly fragmented and
competitive. In addition, the online commerce market in which we operate is
new, rapidly evolving and highly competitive. We expect competition to
intensify in the future because current and new competitors can launch websites
at a relatively low cost.

We compete with a variety of companies, including health/natural specialty
retailers, drugstores, supermarkets and grocery stores and mass merchant
retailers. Our competitors operate in one or more distribution channels,
including online commerce, retail stores, catalog operations or direct selling.
The companies referred to below are market leaders in this industry. We
currently have a weak competitive position compared to these companies.

- Health/natural specialty retailers. This category is highly fragmented and
includes local, regional and national chains, as well as catalog marketers and
online retailers. The largest participant in this sector is General Nutritional
Centers, which has a nationwide presence and recently launched a website.
Another large competitor is NBTY, which sells exclusively private-label
products through its Puritan's Pride and Nutrition Headquarters mail order
catalogs and its Vitamin World retail stores. NBTY also sells through separate
Vitamin World and Puritan's Pride websites. In addition, Rexall Sundown, a
large manufacturer of vitamins, nutritional supplements and minerals, sells
directly to consumers through both catalog and direct mail operations.
Competitors focusing exclusively on online operations include
www.MotherNature.com and www.GreenTree.com. Another significant competitor is
The Vitamin Shoppe, and the affiliated, Vitaminshoppe.com, who has recently
launched their own website. All of these competitors have greater financial
resources, product sourcing and experience than Cyber-Vitamin and there can be
no assurance that Cyber-Vitamin will be able to compete successfully on the
same scale as these potential competitors.

- Drugstores. This category is dominated by national chains, such as
Walgreen's, CVS and RiteAid. Most national chains have a limited online
presence, if any. Others have recently acquired an online presence, as CVS did
when it acquired www.soma.com and RiteAid did when it invested in
www.drugstore.com. Recent online entrants include www.drugstore.com and
www.planetRx.com. This category currently offers a moderate selection of
vitamins, nutritional supplements and minerals, focusing instead on
prescriptions and over-the-counter products.

- Supermarkets and grocery stores. This category includes traditional
supermarkets, such as Safeway and Kroger, and natural-food markets, such as
Whole Foods and Wild Oats. Some of these companies have entered the online
market with a limited offering of vitamins, nutritional supplements and
minerals. Online grocery stores, such as www.Peapod.com and www.netgrocer.com,
also compete against us. This category generally offers a limited selection of
vitamins, nutritional supplements and minerals and infrequent discounts.

- Mass merchant retailers. This category is dominated by companies such as
Wal-Mart, Kmart and Target, which have extensive retail locations but limited
online presence. These chains offer attractive pricing on vitamins, nutritional
supplements and minerals but have limited selection at retail stores and offer
little product information. Many of our current and potential competitors have
longer operating histories, larger customer bases, greater brand recognition
and significantly greater financial, marketing and other resources than we do.
Our competitors may develop products or services that are equal or superior to
our solutions and may achieve greater market acceptance than we do. In
addition, larger, well-established and well-financed entities may acquire,
invest in or form joint ventures with online competitors or suppliers as the
use of the Internet increases.

THE PRODUCTS

Vitamins and minerals.

Vitamins and minerals are sold in single vitamin and multi- vitamin form, and
in different potency levels. Products are produced in tablets, soft gelatin and
hard-shell capsules and powder forms. We obtain our products from nationally
known suppliers; Twin Laboratories, Inc. and Natrol, Inc. We have no written
agreements with our suppliers. These vitamins and nutritional products include
acidophilus, amino acid products, antioxidants, B-Complex vitamins, Vitamin C
products, Vitamin E products, Vitamins, A,D, and K, Bee products, beta
carotene, calcium products, chondroitin/glucosamine, chromium, coenzyme Q-10,
cranberry products, Echinacea/goldenseal, EPA and Fish oils, evening primrose,
linseed, garlic, ginkgo biloba, ginseng, Grapeseed/pycnogenol, L- Carnitine,
Lecithin, Milk Thistle, Mineral products, MSM products, multiple vitamins, saw
palmetto, selenium, shark cartilage, and St. John's Wort.

Sports Nutrition Products.

Sports nutrition products are food and dietary supplements designed to be taken
in conjunction with a fitness program. Management believes that these
products, which include various protein and weight gain powders, sports drinks,
sports bars, and high potency vitamin formulations, appeal to consumers who
are engaged in regular exercise, including athletes who are in training to gain
weight and develop their physique. Over 200 different sports nutrition products
will be offered by Cyber- Vitamin.

Warehousing and Distribution

Cyber-Vitamin will distribute its products to the consumer by mail after order
directly from a small warehouse/storage facility operated by us. It is Cyber-
Vitamin's policy that all products received from suppliers be reviewed by
Cyber-Vitamin's personnel prior to sale to assure that such products and their
labels are reviewed for compliance with federal law.

GOVERNMENTAL REGULATION

The processing, formulation, packaging, labeling and advertising of the
Company's products are subject to regulation by one or more federal agencies,
including the Food and Drug Administration, Federal Trade Commission, the
Consumer Product Safety Commission, the United States Department of Agriculture
and the Environmental Protection Agency. These activities are also regulated by
various agencies of the states and localities in which the Company's products
are sold. The FDA, in particular, regulates the formulation, manufacture, and
labeling of dietary supplements. Principally through the efforts of the
dietary supplement industry, on October 25, 1994, the Dietary Supplement Health
and Education Act of 1994 was signed into law. The law amends the Federal Food,
Drug, and Cosmetic Act and, in the judgment of the Company, is favorable to
the dietary supplement industry. First and foremost, the legislation creates a
new statutory class of "dietary supplements". This new class includes vitamins,
minerals, herbs, amino acids and other dietary substances for human use to
supplement the diet. A dietary supplement which contains a new dietary
ingredient, one not on the market as of October 15, 1994, will require evidence
of a history of use or other evidence of safety establishing that it will
reasonably be expected to be safe, such evidence to be provided by the
manufacturer or distributor to the FDA before it may be marketed. The
legislation also recognizes the need for the dissemination of information about
the link between nutrition and health and provides that publications, which are
not false and misleading and present a balanced view of available scientific
information on a dietary supplement, may be used in connection with the sale
of dietary supplements to consumers. Among other changes, the new law prevents
the further regulation of dietary ingredients as "food additives" and allows
the use of statements of nutritional support on product labels and in other
labeling.

On September 23, 1997, the FDA issued final new regulations to implement the
1994 legislation. Among other things, these new regulations establish a
procedure for dietary supplement companies to notify the FDA about the intended
marketing of a new dietary ingredient or about the use in labeling of
statements of nutritional support.

24
The regulations also establish a new format for nutrition labeling on dietary
supplements. The new format became mandatory on March 23, 1999.

EMPLOYEES

Cyber-Vitamin presently employs its President, Secretary and Director, Robert
T. Yarbray, its Chief Financial Officer, George R. White, and a clerical
employee, Jeffrey Volpe, who each devote approximately 25 hours per
week, on the business of Cyber- Vitamin.

PROPERTIES

Cyber-Vitamin has an oral agreement with Cyber-Vitamin president for use of
office space at 79811 "A" Country Club Drive, Bermuda Dunes, California,
telephones and secretarial services supplied free of charge to Cyber-Vitamin.
Cyber-Vitamin owns its Internet Web site, and the Internet domain names,
www.cyber-vitamin.com and Internet-vitamin.com.

PATENTS

Cyber-Vitamin has no patents or trademarks. Cyber-Vitamin owns the domain
names, www.cyber-vitamin.com and www.internet- vitamin.com.

LEGAL PROCEEDINGS

Cyber-Vitamin is not subject to any pending litigation, legal proceedings or
claims.

MANAGEMENT

EXECUTIVE OFFICERS, KEY EMPLOYEES AND DIRECTORS

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

The current executive officers, key employees and directors of Cyber-Vitamin
are as follows:

Name Age Position
- ---- --- --------
Robert T. Yarbray 58 President, Secretary
Director,

George R. White 51 Treasurer, Director

Robert T. Yarbray. Mr. Yarbray is the current President, Secretary, and
Director of Cyber-Vitamin, and has been since his appointment to the Board of
Directors on October 3, 2000. From 1997 through March, 1998, he served as
President, Chief Executive Officer and Director of Stop-N-Sock, Ltd. From May,
1993 through October, 1997, he served as President of National Public Phones,
Inc., and as President of Las Vegas Corporate Services, Inc.

George R. White is the current chief financial officer and director of Cyber-
Vitamin, since October 3, 2000. He is also President, Chief Executive Officer
and Director of Specialized Leasing, Inc., since June, 2000. From January, 1985
through 1999 he served as Vice President, Finance of Cooper Market, Ltd., in
Kamloops, Canada. Mr. White has been a Chartered Public Accountant in Canada
for the past 26 years, and is a Certified Public Accountant.

EXECUTIVE COMPENSATION

The following table sets forth the cash and non-cash compensation paid by the
Company to its Chief Executive Officer and all other executive officers for
services rendered to date. No salaries are being paid at the present time.
There were no grants of options or SAR grants given to any executive officers
during the current fiscal year.

Annual Compensation
-------------------

Name and Position Salary Bonus Deferred Salary
------------------------- ----- ---------------
Robert T. Yarbray $1,610 -0- -0-

Cyber-Vitamin has made no provisions for cash compensation to its officers and
directors. Cyber-Vitamin's management received 1,610,000 shares or restricted
stock as a retainer for future services and in exchange for Cyber-Vitamin's
business plan. These 1,610,000 shares have been accepted as full compensation
for management's services for the first year of operation.

EMPLOYMENT AGREEMENTS

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

PRINCIPAL STOCKHOLDERS

The following table presents certain information regarding beneficial ownership
of Cyber-Vitamin's Common stock as of December 31, 2000, by (I) each person
known by Cyber-Vitamin to be the beneficial owner of more than 5% of the
outstanding shares of Common stock, (ii) each director of Cyber-Vitamin, (iii)
each Named Executive Officer and (iv) all directors and executive officers as
a group. Unless otherwise indicated, each person in the table has sole voting
and investment power as to the shares shown.

Shares Percent Percent
Beneficially Before After
Owned Offering Offering
------------ -------- --------
Name and Address
of Beneficial Owner
- -------------------
Robert T. Yarbray 1,610,000 82.56% 80.5%
451 E. Main Street
Ventura, CA 93001

Richard Tearle 100,000 5.13% 5%
1216 State Street #305
Santa Barbara, CA 93101

Jeffrey Volpe 150,000 7.69% 7.5%
827 State Street
Santa Barbara, CA 93101

Officers and Directors
as a Group 1,610,000 82.56% 80.5%
- ------------

(1) Table is based on current outstanding shares of 1,950,000.

CERTAIN TRANSACTIONS

In connection with organizing Cyber-Vitamin, on February 1, 2000, Damir
DeBalkany was issued 1,610,000 shares of restricted common stock, valued at
$.001 per share, for an aggregate value of $1,610, in exchange for services,
the business plan of Cyber-Vitamin, and Cyber-Vitamin's web site and domain
names, pursuant to Section 4(2) of the Securities Act of 1933, to sophisticated
persons (officers and directors) having superior access to all corporate and
financial information. Under Rule 405 promulgated under the Securities Act of
1933, Mr. De Balkany may be deemed to be a promoter of Cyber-Vitamin. No other
persons are known to Management that would be deemed to be promoters.

On October 3, 2000, Mr. DeBalkany transferred all of his 1,610,000 shares of
restricted common stock, valued at $.001 per share, in a private transaction,
to Robert T. Yarbray, a sophisticated investor, having superior access to all
corporate and financial information, of the type that would be included in a
registration statements, including our business plan and minutes, by-laws and
articles of incorporation, and financial statements. Mr. De Balkany
subsequently resigned from the Board of Directors.

27
and financial information, of the type that would be included in a registration
statements, including our business plan and minutes, by-laws and articles of
incorporation, and financial statements.

On February 1, 2000, Cyber-Vitamin issued 90,000 shares of its common stock,
valued at $.001 per share, for a total of $90, to Kenneth G. Eade, counsel to
Cyber-Vitamin, in reliance upon Section 4(2) of the Securities Act of 1933, to
sophisticated persons having superior access to all corporate and financial
information, in exchange for legal services rendered. Mr. Eade is a
sophisticated investor who had superior access to all corporate and financial
information, of the type that would be included in a registration statements,
including our business plan and minutes, by-laws and articles of
incorporation, and financial statements.

On February 1, 2000, Cyber-Vitamin issued 150,000 shares, valued at $.001 per
share, for a total of $150, to Jeffrey Volpe, in exchange for clerical
services, in reliance upon Section 4(2) of the Securities Act of 1933, to a
sophisticated person, who is a corporate officer of several public companies,
and who had superior access to all corporate and financial information, of the
same type that would be included in a registration statements, including our
business plan and minutes, by-laws and articles of incorporation, and financial
statements.

DESCRIPTION OF SECURITIES

The authorized capital stock of Cyber-Vitamin consists of 100,000,000 shares of
Common stock, $.001 par value per share. Upon consummation of this Offering,
there will be outstanding 2,000,000 shares of Common stock.

Common stock

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

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

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

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

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

There are approximately 5 shareholders of record as of the date of this
prospectus.

PENNY STOCK STATUS

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

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

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

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

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

TRANSFER AGENT, WARRANT AGENT AND REGISTRAR

The transfer agent, warrant agent and registrar for the Common stock is
Atlas Stock Transfer Corporation, 5899 South State Street, Salt Lake City,
Utah 84107; telephone 801-262-0907.

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of this Offering, Cyber-Vitamin will have 2,000,000 shares of
Common stock outstanding. All shares sold in this offering will be freely
transferable without restriction or further registration under the Securities
Act of 1933, as amended. However, any share purchased by an affiliate (in
general, a person who is in a control relationship with Cyber- Vitamin), will
be subject to the limitations of Rule 144 promulgated under the Securities Act.

Under Rule 144 as currently in effect, a person (or persons whose shares are
aggregated with those of others) whose restricted shares have been fully paid
for and meet the rule's one year holding provisions, including persons who may
be deemed affiliates of Cyber-Vitamin, may sell restricted securities in
broker's transactions or directly to market makers, provided the number of
shares sold in any three month period is not more than the greater of 1% of the
total shares of common stock then outstanding or the average weekly trading
volume for the four calendar week period immediately prior to each such sale.
After restricted securities have been fully paid for and held for two years,
restricted securities may be sold by persons who are not affiliates of Cyber-
Vitamin without regard to volume limitations. Restricted securities held by
affiliates must continue, even after the two year holding period, to be sold in
brokers' transactions or directly to market makers subject to the limitations
described above. Prior to this offering, no public market has existed for
Cyber- Vitamin's shares of common stock. However, Cyber-Vitamin's market maker,
National Capital, will file an application for a quotation with the NASD
Bulletin Board, contingent upon the effectiveness of the registration statement
of which this prospectus is a part. No predictions can be made as to the
effect, if any, that market shares or the availability of shares for sale will
have on the market price prevailing from time to time. The sale, or
availability for sale, of substantial amounts of common stock in the public
market could adversely affect prevailing market prices.

PLAN OF DISTRIBUTION

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

The offering of the Shares shall terminate on June 15, 2001.

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

We have not applied for a listing, but have an oral agreement with National
Capital to file a Form 211 with the NASD for a quotation of our securities.
There is no established public market for Cyber-Vitamin's common stock, and the
offering price has been arbitrarily determined. There can be no assurance that
a public market for the common stock will ever develop.

The first $5,500 in capital raised from this offering will be used to pay the
costs of the offering. Funds received in the offering will be immediately
available to us for use and will not be placed in an escrow or trust account.
There is no minimum number of shares that must be sold in order for us to use
any of the proceeds of this offering.

LEGAL MATTERS

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

EXPERTS

The Financial Statements of Cyber-Vitamin as of December 31, 2000 included in
this Prospectus and elsewhere in the Registration Statement have been audited
by Roger G. Castro, independent public accountant for Cyber-Vitamin, as set
forth in his reports thereon appearing elsewhere herein, and are included in
reliance upon such reports, given upon the authority of such firm as experts in
accounting and auditing.

ADDITIONAL INFORMATION

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

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

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

32
INDEX TO FINANCIAL STATEMENTS

CYBER-VITAMIN.COM

Independent Auditor's Report ............................ F-1
Balance Sheets
December 31, 2000 ...................................... F-2

Statements of Operations
From 2/1/00 (inception) to
December 31, 2000 ...................................... F-3

Statements of Changes in Stockholders' Equity
From 2/1/00 (inception) to
December 31, 2000 ....................................... F-4

Statements of Cash Flows
From 2/1/00 (inception) to
December 31, 2000 ....................................... F-5

Notes to Consolidated Financial Statements .............. F-6

[CAPTION]

INDEPENDENT AUDITORS' REPORT
CYBER-VITAMIN.COM
(A Development Stage Company)

I have audited the accompanying balance sheets of Cyber- Vitamin.com (a
development stage company) as of December 31, 2000, and the related statements
of operations, stockholders' equity, and cash flows for the period inception
(February 1, 2000) to December 31, 2000. These financial statements are the
responsibility of Cyber-Vitamin's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

The accompanying financial statements have been prepared assuming the
Company will continue as going concern. As discussed in Note 4 to the financial
statements, the Company has an accumulated deficit of $1,950 at March
31, 1999 and December 31, 1998. These factors raise substantial doubt about the
Company's ability to continue as going concern. Management's plan in regard
to these matters is also discussed in Note 4. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Cyber-Vitamin.com, Inc. (a
development stage company) as of December 31, 2000, and the results of its
operations and its cash flows for the period February 1, 2000 (inception) to
December 31, 2000, in conformity with generally accepted accounting
principles.

/s/ ROGER G. CASTRO
- ---------------------------
Roger G. Castro
Certified Public Accountants
Oxnard, California
February 1, 2001

F-1

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

[S] [C]

December 31, 2000
--------------

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

Authorized 100,000,000 shares,
Issued 1,950,000 shares at December 31, 2000 1,950
Paid-In Capital .................................. --
Cumulative Net loss................................ (1,950)
-------
Total Stockholders' Equity .................... --
-------
Total Liabilities and

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

These notes are an integral part of these financial statements.

F-2

[CAPTION]

Cyber-Vitamin.com
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS

For the period
inception
February 1, 2000 to
December 31, 2000
-----------------

Revenues: .................................. $ --

Expenses:

Professional fees $ 1,000

General and Administrative Expenses: .... 950

Total 1,950
-----

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

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

F-3

Cyber-Vitamin.com
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR FOR THE PERIOD OF INCEPTION
(FEBRUARY 1, 2000) TO DECEMBER 31, 2000

Common stock Additional
Number of Shares Amount Paid in Retained
Capital (Deficit) Total
------------------- ------ -------- --------- -----

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

Net loss for
Balance 12/31/2000 1,950,000 $1,950 $-- $(1,950) $--
------------------- ------ -------- --------- -----

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

F-4

[CAPTION]
Cyber-Vitamin.com
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS

For the period
inception
February 1, 2000 to
December 31, 2000
-----------------

CASH FLOWS FROM OPERATING
ACTIVITIES:

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

Common stocks issued 1,950

-------
Net Cash Provided by

Financing Activities .............................. 1,950
-------

Cash and Cash Equivalents
at Beginning of Period ............................ --
-------
Cash and Cash Equivalents
at End of Period .................................. $ --
=======

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

F-6

[CAPTION]
Cyber-Vitamin.com
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FROM 2/1/00 (INCEPTION) TO December 31, 2000

NOTE 1. DESCRIPTION OF THE BUSINESS
Cyber-Vitamin was incorporated under the laws of the state of California on
February 1, 2000, under the original name of Exotic-Bird.com. The purpose for
which the Corporation is organized is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
the State of California including, without limitation, to provide sales of
vitamins on the Internet.

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

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

A. Cyber-Vitamin uses the accrual method of accounting.

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

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

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

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

NOTE 3. INCOME TAXES

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

Cyber-Vitamin shares office space and telephone services of the President of
Cyber-Vitamin at no charge.

NOTE 4. GOING CONCERN

The Company has nominal assets and no current operations with which to create
operating capital. The Company has accumulated deficits of $1,950 at
December 31, 2000. The Company seeks to raise operating capital to promote
and advertise its web site in an offering of its common stock on Form SB-2.
The company's plan specifies a minimum amount of $10,000 in operating capital
to operate for the next 12 months. However, there can be no assurance that
such offering will be successful.

NOTE 5. FISCAL YEAR END. Cyber-Vitamin's fiscal year end is December 31st.

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

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

No dealer, salesperson, or other person has been authorized to give any
information or to make any representations in connection with this offering
other than contained in this prospectus and, if given or made, such information
and representations must not be relied upon as having been authorized by Cyber-
Vitamin. This prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any security other than the securities offered
by this prospectus, or an offer to sell or solicitation of any offer to buy any
securities by any person in any jurisdiction in which such offer or
solicitation is not authorized or is unlawful. The information in this
prospectus may be accurate only on the date of this prospectus, even if this
prospectus is delivered to you or you buy common stock after that date. Until
, 2001 (25 days after the commencement of this offering), all
dealers that effect transactions in these securities, whether or not
participating in the offering, may be required to deliver a prospectus.

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

40
TABLE OF CONTENTS

PAGE
---------
Cyber Vitamin is a development stage company
which may make it difficult to evaluate
our future prospects...................... 3
Our financial status creates a doubt whether
we will continue as a going concern, and,
if we do not continue as a going concern,
investors may lose their entire investment... 3
Our success depends on generating awareness of
the Cyber-Vitamin name in association with the
vitamins we sell.............................. 3
If we are not successful in raising at least
$10,000 in teh next twelve months, investors
may lose their entire investment.............. 3
We will need additional capital to fund our
expected needs for working capital and capital
expenditures................................. 3
We depend on our two officers who comprise the
entire management team at the present time...... 5
We do not have an encrypted link for credit
card sales and we may not be able to generate
sales if our website and systems are not as
convenient or secure as the sites of our
competitors..................................... 6
Cyber-Vitamin has complete discretion in spending
the proceeds of this offering................... 6
Related party transactions and possible conflicts
of interest affect investors' investment in our
shares........................................... 6
We do not have an encrypted link for credit card
sales and we may not be able to generate sales
if our website and systems are not as convenient
to use as the sites of our competors............ 6
We face intense competition in Internet vitamin
sales........................................... 7
Consumers may not accept an online source for
our products.................................... 7
Extensive governmental regulation could limit
our sales or add significant additional costs... 7
The sale of vitamins and minerals involves
product liability and other risks.............. 7
We depend on third party shippers to deliver our
products in a timely manner.................. 7
Our present systems are inadequate to support
rapid growth in user demand.................. 8
Our computer and communications systems may
fail or experience delays..................... 8
We depend on continued growth in use of the
Internet and online commerce.................. 8

We may be unable to respond to rapid changes in
the online commerce industry.................. 8
This offering has no escrow, and investor funds
may be used on receipt......................... 9

Cyber-Vitamin.com
50,000 SHARES OF Common stock
-------------

Prospectus

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

_______________, 2001

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

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 317 of the California Corporations Code, as amended, provides for the
indemnification of Cyber-Vitamin's officers, directors, employees and agents
under certain circumstances, for any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative; and
"expenses" includes without limitation attorneys' fees and any expenses,
against expenses, judgments, fines, settlements, and other amounts actually and
reasonably incurred in connection with the proceeding if that person acted in

43
good faith and in a manner the person reasonably believed to be in the best
interests of the corporation and, in the case of a criminal proceeding, had no
reasonable cause to believe the conduct of the person was unlawful.

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

ITEM 25. OTHER EXPENSES OF ISSUANCES AND DISTRIBUTION.

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

SEC registration fee...................................$ 6.60
Printing and engraving expenses........................$ 500
Accounting fees and expenses...........................$ 1,000
Legal fees and expenses (other than Blue Sky)........ $ 1,993.40
Blue sky fees and expenses
(including legal and filing fees)..................... $ 1,000
Miscellaneous......................................... $ 1,000
----------
Total........ ................................... $5,500
----------
----------
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

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

In connection with organizing Cyber-Vitamin, on February 1, 2000, Damir De
Balkany was issued 1,610,000 shares of restricted common stock, valued at $.001
per share, for an aggregate value of $1,610, in exchange for services, the
business plan of Cyber-Vitamin, and Cyber-Vitamin's web site and domain names,
pursuant to Section 4(2) of the Securities Act of 1933, to sophisticated
persons (officers and directors) having superior access to all corporate and
financial information. Under Rule 405 promulgated under the Securities Act of
1933, Mr. De Balkany and Robert T. Yarbray may be deemed to be promoters of
Cyber-Vitamin. No other persons are known to Management that would be deemed
to be promoters.

On February 1, 2000, in exchange for web site development services rendered to
Cyber-Vitamin's web sites, Cyber-Vitamin issued 100,000 shares of its common
stock valued at $.001 per share, for a total of $100, in reliance upon Section
4(2) of the Securities Act of 1933, to Richard Tearle, a non- sophisticated
person, who had superior access to all corporate and financial information, of
the type that normally would be included in a registration statements,
including our business plan and minutes, by-laws and articles of
incorporation, and our latest financial statements.

On February 1, 2000, Cyber-Vitamin issued 150,000 shares, valued at $.001 per
share, for a total of $150, to Jeffrey Volpe, in exchange for clerical
services, in reliance upon Section 4(2) of the Securities Act of 1933, to a
sophisticated person, who is a corporate officer of several public companies,
and who had superior access to all corporate and financial information,
including our business plan, initial minutes, by-laws, and articles of
incorporation.

ITEM 27. EXHIBITS

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

EXHIBIT
NUMBER DESCRIPTION
- ----------- -------------------------------------

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

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

ITEM 28. UNDERTAKINGS.

The undersigned Company undertakes to:

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

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

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

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

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

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

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

(2) For determining any liability under the Securities Act, treat each
post-effective amendment that contains a form of prospectus as a new
registration statement for the securities offered in the registration

statement, and that offering of the securities at that time as the initial bona
fide offering of those securities.

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all the requirements for filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, in the city of Santa
Barbara, state of California, on March 13, 2001.

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

Cyber-Vitamin.com

/s/ Robert T. Yarbray
-----------------------------------------
Robert T. Yarbray, President and Director
Date: March 13, 2001

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

/s/ Robert T. Yarbray
-----------------------------------------------
Robert T. Yarbray, President/Secretary/Director
Date: March 13, 2001

/s/ George White
-----------------------------------------
George R. White, Chief Financial Officer, Director
Date: March 13, 2001

[CAPTION]
Exhibit 3.1
ARTICLES OF INCORPORATION
ENDORSED-FILED
IN THE OFFICE OF THE
SECRETARY OF STATE
OF THE STATE OF CALIFORNIA
Feb-1 2000
BILL JONES, SECRETARY OF STATE

ARTICLES OF INCORPORATION OF EXOTIC-BIRD.COM

FIRST: The name of the corporation is: EXOTIC-BIRD.COM

SECOND: The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business
or the practice of a profession permitted to be incorporated by the California
Corporations Code.

THIRD: The name and address in the State of California of this corporation's
initial agent for service of process is: KENNETH G. EADE, 827 State Street,
Suite 26, Santa Barbara, California 93101

FOURTH: The liability of the directors of the corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.

FIFTH: This corporation is authorized to issue only one class of shares of
stock, all common; and the total number of shares which this corporation is
authorized to issue is 100 Million (100,000,000).

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

Executed January 25, 2000 at Santa Barbara, California.

/s/ KENNETH G. EADE
__________________________
KENNETH G. EADE

[CAPTION]
EXHIBIT 3.2
AMENDMENT TO ARTICLES OF INCORPORATION
CERTIFICATE OF AMENDMENT TO
ARTICLES OF INCORPORATION OF
EXOTIC-BIRD.COM
A California corporation

The undersigned hereby certifies as follows:

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

TWO: That, at a meeting of the Shareholders and the Board of Directors on
July 3, 2000, the Corporation resolved to amend Article III of its Articles of
Incorporation, as follows: RESOLVED, that the Corporation amend its
Articles of Incorporation, Article One, as follows: "Article One: The name of
this corporation is:

CYBER-VITMAIN.COM

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

/s/ Robert T. Yarbray
__________________________________
Robert T. Yarbray, President
Dated: July 5, 2000

/s/ JEFFREY VOLPE
__________________________________
JEFFREY VOLPE, Secretary
Dated: July 5, 2000

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

/s/ Robert T. Yarbray
- ----------------------------
Robert T. Yarbray, President

/s/ JEFFREY VOLPE
- ----------------------------
JEFFREY VOLPE, Secretary

[CAPTION]
EXHIBIT 3.4
BY-LAWS OF Cyber-Vitamin.Com
BYLAWS OF CYBER-VITMAIN.COM
A California Corporation

OFFICES
-------

1. PRINCIPAL OFFICE. The principal office for the transaction of the
business of the corporation is hereby fixed and located at 451 E. Main Street,
Ventura, CA. The Board of Directors is hereby granted full power and authority
to change the place of said principal office.

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

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

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

4. ANNUAL MEETINGS. The annual meetings of shareholders shall be held
in the month of March in each year. At such meeting Directors shall be elected;
reports of the affairs of the corporation shall be considered, and any other
business may be transacted which is within the powers of the shareholders. The
first annual meeting of shareholders after incorporation need not be held if
less than nine months have elapsed since incorporation to such meeting date.
Written notice of each annual meeting shall be mailed to each shareholder
entitled to vote, addressed to such shareholder at his address appearing on the
books of the corporation or given by him to the corporation for the purpose of
notice. If a shareholder gives no address, notice shall be deemed to have been
given if sent by mail or other means of written communication addressed to the
place where the principal executive office of the corporation is situated, or
if published at least once in some newspaper of general circulation in the
county in which said office is located. All such notices shall be mailed,
postage prepaid, to each shareholder entitled thereto not less than ten (10)
days nor more than sixty (60) days before each annual meeting. Such notices
shall specify the place, the day, and the hour of such meeting, the names of
the nominees for election as Directors if Directors are to be elected at the
meeting, and those matters which the Board of Directors intends to present for
action by the shareholders, and shall state such other matters, if any, as may
be expressly required by statute.

5. SPECIAL MEETINGS. Special meetings of the shareholders, may be
called at any time by the Chairman of the Board of Directors, if any, the
President or any Vice President, or by the Board of Directors, or by one or
more shareholders holding not less than ten (10%) percent of the voting power
of the corporation. Except in special cases where other express provision is
made by statute, notice of such special meeting shall be given in the same
manner as for an annual meeting of shareholders. Said notice shall specify
the general nature of the business to be transacted at the meeting. No business
shall be transacted at a special meeting except as stated in the notice sent
to shareholders, unless by the unanimous consent of all shareholders

50
represented at the meeting, either in person or by proxy. Upon written request
to the Chairman of the Board, the President, the Secretary or any Vice
President of the corporation by any person (but not the Board of Directors)
entitled to call a special meeting of shareholders, the person receiving such
request shall cause a notice to be given to the shareholders entitled to vote
that a meeting will be held at a time requested by the person calling the
meeting not less than thirty-five (35) nor more than sixty (60) days after the
receipt of the request.

6. ADJOURNED MEETINGS AND NOTICE THEREOF. Any shareholders' meeting,
annual or special, whether or not a quorum is present, may be adjourned from
time to time by the vote of a majority of the shares the holders of which are
either present in person or represented by proxy thereat, but in the absence of
a quorum no other business may be transacted at such meeting.
Notice of an adjourned meeting need not be given if (a) the meeting is
adjourned for forty-five (45) days or less, (b) the time and place of the
adjourned meeting are announced at the meeting at which the adjournment is
taken, and (c) no new record date is fixed for the adjourned meeting.
Otherwise, notice of the adjourned meeting shall be given as in the case of an
original meeting

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

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

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

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

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

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

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

(a) To select and remove all of the other officers, agents
and employees of the corporation, prescribe such powers and duties for them as
may be consistent with law, with the Articles of Incorporation, or the Bylaws,
fix their compensation and require from them security for faithful service.
(b) To conduct, manage and control the affairs and business
of the corporation, and to make such rules and regulations therefor not
inconsistent with law, or with the Articles of Incorporation, or the Bylaws, as
they may deem best.
(c) To change the principal office for the transaction of the
business of the corporation from one location to another within the same county
as provided in Section 1 hereof; to fix and locate from time to time one or
more subsidiary offices of the corporation within or without the State of
California, as provided in Section 2 hereof; to designate any place within or
without the State of California for the holding of any shareholders' meeting or
meetings; and to prescribe the forms of certificates of stock, and to alter the
form of such certificates from time to time, as in their judgment they may deem
best, provided such certificates shall at all times comply with the provisions
of law.
(d) To authorize the issuance of shares of capital stock of
the corporation from time to time, upon such terms as may be lawful.
(e) To borrow money and incur indebtedness for the purposes
of the corporation, and to cause to be executed and delivered therefor, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations, or other evidence of debt and securities therefor.

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

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

53
16. REMOVAL. Except as described below, any or all of the Directors
may be removed without cause if such removal is approved by the affirmative
vote of a majority of the outstanding shares entitled to vote. Unless the
entire Board of Directors is so removed no Director may be removed if (a) the
votes cast against removal, or not consenting in writing to such removal, would
be sufficient to elect such Director if voted cumulatively at an election at
which the same total number of votes were cast or, if such action is taken by
written consent, all shares entitled to vote were voted, and (b) the entire
number of Directors authorized at the time of the Director's most recent
election were then being elected.

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

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

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

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

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

22. CALL. Meetings of the Board of Directors, whether regular or
special, may be called by the Chairman of the Board, the President, the
Secretary, or any Director.
54

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

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

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

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

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

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

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

(a) Any Director or officer of the corporation, any Director
or officer of any of its parents, or any Director or officer of any of its
subsidiary corporations, directly or indirectly.
(b) Any person upon the security of the shares of the
corporation or the shares of its parent, unless the loan or guaranty is
otherwise adequately secured.

OFFICERS
--------

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

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

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

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

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

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

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

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

(b) Record of Shares. Unless a transfer agent is appointed by
the Board of Directors to keep a share register, the Secretary shall keep at
the principal executive office of the corporation a share register showing the
names of the shareholders and their addresses, the number and class of shares
held by each, the number and date of certificates issued, and the number and
date of cancellation of each certificate surrendered for cancellation.

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

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

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

SHARES
------

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

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

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

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

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

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

AMENDMENTS
----------

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

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

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

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

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

CORPORATE SEAL
--------------

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

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

48. CHECKS DRAFTS, ETC. All checks, drafts, or other orders for
payment of money, notes, or other evidences of indebtedness, issued in the name
of or payable to the corporation, shall be signed or endorsed by such person or
persons and in such manner as, from time to time shall be determined by
resolution of the Board of Directors.
58
49. CONTRACT, ETC., HOW EXECUTED. The Board of Directors, except as
otherwise provided in these Bylaws, may authorize any officer or officers, or
agent or agents, to enter into any contract or execute any instrument in the
name of and on behalf of the corporation, and such authority may be general or
confined to specific instances; and unless so authorized by the Board of
Directors, no officer, agent or employee shall have any power or authority to
bind the corporation by any contract or engagement or to pledge its credit or
to render it liable for any purpose or for any amount.

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

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

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

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

SIGNATURES
----------

KNOW ALL MEN BY THESE PRESENTS:

That we, the undersigned, being the Directors of CYBER- VITMAIN.COM, as of the
3rd day of July, 2000, hereby assent to the foregoing Bylaws and adopt the same
as the Bylaws of the said corporation.

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

By
/s/ DAMIR DEBALKANY
- ---------------------------
DAMIR DEBALKANY

[CAPTION]
Exhibit 4.1
SPECIMEN OF Common stock CERTIFICATE

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

IS THE RECORD HOLDER OF SHARES OF CYBER-VITAMIN.COM Common stock TRANSFERABLE
ON THE BOOKS OF THE CORPORATION IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON
SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED.

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

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

Dated:

[SEAL OF Cyber-Vitamin.Com]

Robert T. Yarbray

President
- ---------------------------
Robert T. Yarbray

Secretary

By: Melissa Bebe
American Registrar and Transfer Company
Salt Lake City, UT 84107

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

NOTICE: Signature must be guaranteed by a firm which is a member of a
registered national stock exchange, or by a bank (other than a savings bank) ,
or a trust company.

The following abbreviation, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common UNIF GIFT MIN ACT - ____Custodian____ TEN ENT
- - as tenants by the entireties (Cust) (Minor) JT TEN - as joint tenants with
right under Uniform Gifts to Minors of survivorship and not as Act
________________________ tenants in common
(State)
Additional abbreviation may also be used though not in above list.

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

Dated:

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

[CAPTION]
EXHIBIT 5.1 OPINION OF COUNSEL AND CONSENT

July 6, 2000

Board of Directors
Cyber-Vitamin.com
451 E.Main Street
Ventura, CA 93001

Re: Cyber-Vitamin.com

Gentlemen:

The undersigned is counsel for Cyber-Vitamin.com. I have been requested to
render an opinion on the tradeability of the 50,000 shares of Cyber-Vitamin
proposed to be sold pursuant the Cyber- Vitamin's Registration Statement on
Form SB-2. In rendering this opinion, I have reviewed Cyber-Vitamin's
Registration on Form SB- 2, company articles of incorporation and by laws and
other corporate documents. All representations made to me in Cyber- Vitamin

61
documents and by company officers and directors are deemed to be accurate. It
is my opinion that the shares to be issued will be free trading shares. It is
further my opinion that:

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

2. That the shares of common stock to be issued by Cyber-Vitamin have been
reserved and have been duly and properly approved by Cyber-Vitamin's Board
of Directors.

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

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

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

Very truly yours,

/s/ Kenneth G. Eade
- ---------------------
KENNETH G. EADE

[CAPTION]
EXHIBIT 10 RESIGNATION OF DAMIR DE BALKANY

TO THE BOARD OF DIRECTORS OF CYBER-VITMAIN.COM, INC.

I hereby resign as an officer and director of Cyber-
Vitmamin.com, Inc., effective immediately.

Dated: October 3, 2000 Damir De Balkany
_________________________________
DAMIR DE BALKANY
[CAPTION]
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANT

I hereby consent to the inclusion of the independent accountant's report dated
February 1, 2001 , the balance sheet and the related statements of income,
stockholder's equity, and cash flows for the period ended December 31, 2000,
in the Registration Statement on Form SB-2, and any other references to me
in the Registration Statement.

ROGER G. CASTRO
Roger G. Castro
Certified Public Accountant

Oxnard, California
March 27, 2001

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

Gentlemen:

The undersigned represents as set forth below and subscribes to purchase
________Shares at $.50 per Share, for $_______________, subject to your
acceptance of this subscription. There is no minimum contingency and proceeds
may be used at the issuer's discretion. If any checks are delivered to any
NASD member, the member must promptly, by noon of the next business day,
transmit all checks received to the issuer or any person entitled thereto. The
undersigned, if an individual, is a resident of, or, if a corporation,
partnership or trust, has as its principal place of business:

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

Dated:______________.

If not an individual:_________________________
Signature

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

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

_________________________
Tax ID Number_________________________
Telefax and Phone Numbers
_________________________
Social Security