SECURITIES AND EXCHANGE
COMMISSIONWASHINGTON, D.C. 20459



FORM 10-KSB



( X ) Annual Report  Pursuant to Section 13 or 15(d) of the
Securities andExchange Act of 1934.



For the Year Ended December 31, 2000



Commission File Number: 333-34686



PR SPECIALISTS, INC.(Exact name of Registrant as
specified in its Charter)





DELAWARE(State of or other jurisdiction
ofincorporation or organization)
95-4792965(IRS Employer I.D.  No.)




6041 Pomegranate Lane, Woodland Hills, California
91367Address of Principle Executive Offices:



(818) 992-7999Registrant's telephone number,
including area code:



NoneSecurities registered pursuant to Section
12(b) of the Act:



Common Stock, $.001 Par ValueSecurities
registered pursuant to Section 12(g) of the Act:



Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by 7  Section  13 or 15(d) of the  Securities  Exchange
act of 1934 during  the  preceding  12 months  (or for such other  shorter
period  that the registrant was required to file such reports),  and (20 has
been subject to such filing requirements for the past 90 days. _X_ Yes ___No



Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-B is not contained herein and will not be contained, to the
best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements incorporated  by  referencing  Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. _X__



Issuer's revenues for the most recent fiscal year: $12,140



The aggregate  market value of the voting stock held by  non-affiliates  of
the registrant  at  December  31, 2000 was $76,800.  Shares of common stock held
by each officer and director and by each person who owns more that 5% of the
outstanding common stock  have  been  excluded  in that  such  persons  may be
deemed to be affiliates.  This  determination  of  affiliate  status  is  not
necessarily  a conclusive determination for other purposes.



Indicate the number of shares outstanding of each of the issuer's classes of
stock, as of December 31, 2000. 5,034,000 Common Shares



Documents Incorporated By Reference - NONE



Transitional small business disclosure format. _X__ Yes __No



1



PR Specialists, Inc.FORM 10 - KSB



Table of Contents





PART I.ITEM 1. Description of Business
3ITEM 2. Properties
5ITEM 3. Legal Proceedings
5ITEM 4. Submission of Matters to a Vote of Security Holders
5PART IIITEM 5. Market for the Common Equity and Related Stockholder Matters
5ITEM 6. Plan of Operation
6ITEM 7. Financial Statements
10ITEM 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosures
18PART IIIITEM 9  Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act
18ITEM 10 Executive Compensation
18ITEM 11 Security Ownership of Certain
Beneficial Owners and Management
19ITEM 12 Certain Relationships and Related Transactions
19ITEM 13 Exhibits, Financial Statement
Schedules and Reports on Form 8-K
19Signatures
29










































2



PART I.



ITEM 1 - DESCRIPTION OF BUSINESS



General description:



We are a publicity  services firm  specializing  in small to medium size
companies.



1.	Principal products or services and their markets:



We currently offer the following services:



- Strategy consulting. We conduct a thorough study of a client's marketing
goals to determine the ways in which  publicity  solutions can be used to help
achieve these  goals.  We would  deliver our  recommendations,  which  would
define the strategic basis for a comprehensive  publicity  solution that takes
into account the client's budget, timeline and available resources.



- Publicity  plan.  We translate the client's  marketing  goals into a plan
that utilizes various  publicity  techniques to meet the client's  requirements.
Our objective is to provide a complete,  effective,  publicity  solution that
can be implemented by a team of specialists to produce maximum  editorial
exposure and achieve the desired results.



- Press  releases.  Once the  positioning of the client business and products
is determined,  contact is made with appropriate  editorial  contacts in the
media. Press releases are written and distributed to editors using various
distribution methods including PR Newswire,  BusinessWire,  Internet Wire,
e-mail, hard copy, or telephone.  Using this  combination of distribution
techniques  ensures that each release will be seen by  thousands  of  editorial
contacts at  newspapers, magazines,  trade journals,  Internet news sites,
radio and television.  We may also use other external sources that provide
unique story placement or technical capabilities such as video news releases.



- Post-release  support.  Includes  coordination of all follow-up media
requests for additional  information  such as  specifications,  artwork,
surveys,  white papers,  background  information,  photos and interviews  with
the client.  This support  ensures that the editors and  reporters  have
everything  they need to finish the story on deadline.



- Press  kits.  We help  clients  design a press kit  containing  current
press releases, advisories, background information, biographies and photos.



- Editorial  contact  database.  We maintain a master media list of all
editors, reporters,  reviews and analysts. These names are cross-referenced
according to editorial  focus.  We also track the  ongoing  activity of each
editor with each client. Names are updated frequently based on input from trade
show registration lists, media guides, online sources and current magazine
mastheads.



- Editorial  calendars.  We analyze the  editorial  calendars of  magazines
and newspapers  to identify  upcoming  articles  that can include  coverage  for
our clients This will ensure that the client is included in all articles related
to the client's business.



- New product  announcements.  We obtain editorial  coverage in key
publications for our clients' new products to help ensure a successful rollout.



- Product reviews. We identify editorial opportunities for our clients'
products and services to ensure that they are included in product  reviews,
comparisons, and first look  articles.  We coordinate  these reviews,  providing
support and fact-checking during the product evaluation process.



- Trade show support.  We  coordinate  the press  activities  for our clients
at trade  shows and other  events.  We mail press  advisories,  create  press
kits, schedule  appointments  with editors,  and  coordinate  other  editorial
events related to the show.



- Clipping  services.  We use a variety of clipping services and online
searches to locate articles that mention our client. These articles represent
some of the tangible results of our work. Articles will be compiled into a
clipping book for the client.



- Web site  promotion.  We work with clients to develop a strategy for
achieving online marketing objectives by increasing web site traffic,
strengthening brand awareness and generating sales leads.





3

2.	Distribution methods of the products or services:



We have already  begun to identify  and market  services to clients but we
do not have any paying clients yet. Currently, our president handles our
marketing. In the  future,  we  intend  to sell  our  services  with an  account
executive overseeing a small staff of  publicists.  Our president will identify
and try to retain initial  publicists  through  networking and  advertisements
in sales and marketing related publications to assist us in fulfilling these
positions.



Once established, our sales staff would typically target our sales efforts
at senior executives within a marketing organization.  When a prospective client
is interested in working with us, we will analyze  which  portions of its
marketing and publicity we can support.  Throughout this analysis,  we would
work with the prospective  client to  negotiate  terms of a  service  agreement.
Clients  are expected to enter into  short-term  agreements  with us. Our goal
through  this process is to demonstrate our capability to provide valuable
publicity,  and to obtain a longer-term service agreement with the client.



Our  marketing  efforts  are  dedicated  to  demonstrating  the  benefits
of publicity,  and the  effectiveness  of our  organization  in providing
complete publicity  solutions,  to key  decision  makers  in  client
organizations.  Our marketing  efforts  are  focused  on  general
communications  and on  obtaining referrals from our existing clients.  In the
future, we may participate in trade conferences and industry forums, and
advertise in business publications. We also intend to increase our  advertising
and marketing  expenditures in an effort to become better known in our target
markets.  These  expenditures  would cover the addition  of  account  executives
and  publicists,   support  staff,  increased advertising, increased media
relations, increased presence at trade conferences, and continuing improvements
to our web site.



Our marketing budget depends on a number of factors, including our results
of operations  and ability to raise  additional  capital.  In the event that we
are successful in raising additional capital or our results of operations exceed
our expectations,  our marketing  budget for the next 12-month  period will
increase significantly.



3.	Status of any publicly announced new product or service:



None.



4.	Competitive business conditions and the small business issuer's
competitive position in the industry and methods of competition:





The market for  Internet  publicity  services is  relatively  new,
intensely competitive,  rapidly  evolving and subject to rapid  technological
change.  We expect competition to persist, intensify and increase in the future.
Some of our larger  competitors  include  other  publicity  service  firms  such
as  Ogilvy, Edelman, Nautilus and PAN Communications. Some of these competitors
offer a full range of Internet  publicity  services and several others have
announced  their intention to do so.



There are relatively low barriers to entry into our business. For example,
we have no  significant  proprietary  technology  that  would  preclude  or
inhibit competitors from entering the Internet  publicity  services market. We
expect to face  additional  competition  from new entrants  into the market in
the future. Existing or future  competitors  could  develop or offer  services
that provide significant performance,  price, creative or other advantages over
those offered by us.



We believe that the principal competitive factors in our market are
strategic expertise, editorial contacts, creative skills, brand recognition,
effectiveness of the  delivered  publicity  solution,  client  service and
price.  Most of our current and  potential  competitors  have  longer  operating
histories,  larger installed  client bases,  longer  relationships  with clients
and  significantly greater financial,  technical,  marketing and public
relations resources than we have and could decide at any time to increase their
resource  commitments to our market. In addition,  the market for Internet
publicity  solutions is relatively new and subject to continuing definition,
and, as a result, the core business of many of our competitors may better
position them to compete in this market as it matures.  Competition of the type
described  above could  materially  adversely affect our business, results of
operations and financial condition.



5.	Sources and availability of raw materials and the names of principal
suppliers:



Our business provides a service that is primarily reliant on retaining
qualified public relations specialists. We believe that those persons are
available as needed.



6.	Dependence on one or a few major customers:



None.





4

7.	Patents, trademarks, licenses, franchises, concessions, royalty agreements
or labor contracts, including duration:



None.



8.	Need for any government approval of principal products or services:

None.

9.	Effect of existing or probable governmental regulations on the
business:

We do not currently face direct  regulation by any  governmental  agency,
other than laws and regulations generally applicable to businesses.



10.	Estimate of the amount spent during each of the last two fiscal years on
research and development activities:

None.

11.	Costs and effects of compliance with environmental laws (federal, state
and local):

None.

12.	Number of total employees and number of full time employees:

We have one full time employee. From time to time,  we  will  employ
additional  independent   contractors  to  support  our development,
technical,   marketing,   sales,   support   and   administrative organizations.
Competition for qualified  personnel in the industry in which we compete is
intense.  We believe  that our future  success will depend in part on our
continued  ability  to  attract,  hire  or  acquire  and  retain  qualified
employees.

ITEM 2 - DESCRIPTION OF PROPERTY

We  have  our  corporate   headquarters   in  Woodland   Hills,   California.
Substantially all of our operating activities are conducted from 200 square feet
of office  space  provided  by our  president  at no  charge.  We  believe  that
additional  space will be required as our  business  expands and believe that we
can obtain suitable space as needed. We do not own any real estate.



ITEM 3 - LEGAL PROCEEDINGS



NONE



ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



NONE



PART II.



ITEM 5 - MARKET FOR THE COMMON EQUITY AND RELATED STOCKHOLDER MATTERS



a. Market information: Our common stock does not trade on any stock
exchange.b. Holders: There are sixty one holders of our common stock.c.
Dividends: We have not and do not anticipate that we will pay any dividends in
the future.





5

ITEM 6 - PLAN OF OPERATION



General discussion.



PR Specialists began implementing  phases of its business plan in March
2000. We began by purchasing and installing  office equipment,  a computer,
editorial database  software and web site  development  software.  We purchased
the domain name www.PRspecialists.com,  developed our initial web site and have
developed a database  of over  3,000  editorial  contacts  in various  media.
The costs for providing  the nominal  services are not  material  and are
included  within the professional services item of our financial statements.



Our web site  presents a variety of  information  that we believe  will be
of interest to future  customers.  We provide  several  categories of
information, including:

o our services - information about the publicity  services we offer     o
rates - a section  for  potential  customers  to obtain  quotes  from us
o benefits  of publicity - the benefits of publicity and advantages of using
it to promote web sites and products o about us - a description and
background of us o employment - an explanation of the types of employees we
are seeking     o news  - current information about uso contact us - our
address, phone/fax number and  email addresso samples - we show examples of
publicity that has appeared in various  prominent magazines and newspapers.



We believe  that the most  important  portion of our web site is the
section that displays  examples of publicity  that have been generated by our
president. The samples  demonstrate the wide range of editorial contacts that we
posses and our ability to pitch stories to the media. Our publicity  examples
include front page articles on magazines,  full-page articles in newspapers,
announcements of new products,  product  reviews,  and scans of our clients
appearing on CNN and other TV stations.



As a result of the initial  samples,  we have been able to  identify
several individuals  and entities that were interested in us to publicize their
business and in some cases  create and host their web sites.  In return for not
charging them for our nominal  services,  each has agreed to serve as a
reference for us, which we believe,  will help us in getting paying customers.
One such client is an  entertainment  site  created by PR  Specialists  for
former  San  Francisco Chronicle  columnist  Jim  Brachman at
http://www.Brachman.com.  Other  clients include  DigitalPayloads,
DigitalXposure  and  Fightnews.com  for which we have provided  various
consulting  services  pertaining to their PR strategies.  The costs for
providing  the nominal  services  are not  material  and are included within the
professional services item of our financial statements.



Based upon our samples and our references, we have had several
early-stage discussions with  individuals that are considering  hiring us to
publicize their products and services. The discussions are ongoing, have not led
to any contract as of the date of this date and we can not assure you that they
will lead to any revenues.



Since  early  March  2000,  we began to  identify  publicists  that  could
be retained as contractors or full-time employees.  Other small companies have
been identified  for  strategic  relationships  or possible  acquisitions  due
to the complementary  nature of their business and their desirable  client base.
Based upon our recent  conversations  with qualified  individuals,  we are
comfortable that we can secure appropriate publicists and account
representatives as needed and in an  economical  manner,  to satisfy a wide
variety of possible  publicist projects from future  clients.  To date, we have
not retained any contractors or employees. We plan to continue to identify
suitable publicists so that we have a wide range to select from we need them.



Beginning  in the third  quarter  of 2000,  we began to  identify  an
account representative that will obtain contracts for publicity clients. This
individual would be compensated  on a  salary/commission  basis,  which would be
calculated from the total revenues we receive as a result of their efforts.











6

Revenues.



We have generated only $12,140 of revenues since incorporation
(approximately $9,000 of these revenues resulted from barter transactions which
did not result in us receiving cash for our services). We intend to generate
additional  revenue  by  offering  a range  of  services  to  generate publicity
that will help clients  promote their  businesses.  In each consulting
engagement,  the client can  contract  for the  specific  services it  requires,
depending on the nature of the engagement and the  capabilities  of the client's
organization.  We intend to bill the majority of our  engagements  on a time and
materials basis,  although we also intend to deliver  solutions on a fixed-price
basis.



Cost of revenues.



As we grow, our operating  expenses will increase in connection with building
and maintaining our team of publicists, sales, general and administrative needed
to support our growth.



Publicity expenses will consist primarily of compensation for publicists
that provide us with  creative  writing,  editorial  contacts and the skills to
pitch stories to the media. We expect to significantly  increase our publicist,
sales and support staff expenses in absolute dollars as we secure new clients.
Some of these expenses may be paid through the issuance of shares.



Sales and  marketing  expenses  will consist  primarily of  compensation
for account  executives,  travel,  public  relations,  sales and  other
promotional materials, trade shows, advertising,  and other sales and marketing
programs. We expect to  continue  to increase  our sales and  marketing
expenses in absolute dollars  in  future  periods  to  promote  our  brand,  to
pursue  our  business development  strategy and to increase the size of our
sales force. Some of these expenses may be paid through the issuance of shares.



General and  administrative  expenses will consist  primarily of
compensation for personnel and fees for outside professional advisors. We expect
that general and  administrative  expenses will  continue to increase in
absolute  dollars in future  periods as we  continue to add staff and
infrastructure  to support our expected  domestic  and  international  business
growth and bear the  increased expense  associated with being a public  company.
Some of these expenses may be paid through the issuance of shares.



We anticipate that we will incur net losses for the foreseeable  future.
The extent of these losses will be contingent, in part, on the amount of net
revenue generated from clients. There can be no assurance that our operating
losses will not   increase  in  the  future  or  that  we  will  ever   achieve
or  sustain profitability.



Limited operating history



Our limited  operating history makes predicting future operating results
very difficult.  We believe that you should not rely on our current operating
results to predict our future  performance.  You must consider our prospects in
light of the risks, expenses and difficulties encountered by companies in new
and rapidly evolving  markets.  We may not be  successful  in  addressing  these
risks  and difficulties.



Our fiscal year ends December 31.



Results of operations



For the period  March 21, 2000 to December 31,  2000,  we generated $12,140
in operating revenues and incurred a net loss of approximately $1,004,200. Our
expenses consist primarily of stock based compensation and consulting fees
($900,000 and $37,400 respectively; the value of these shares was based on our
offering price of $0.20 per share) and non-cash  employee compensation of
$48,750.  We have also incurred certain organizational  costs including
accounting, incorporation  and state fees as well as the  purchase  of office
supplies  and communications  expenses.







7

In the  months  of April  and May,  we  provided  www.brachman.com,  Digital
Payloads,  DigitalXposure  and  www.fightnews.com  nominal  services  valued  at
$5,000,  $2,500,  $250  and  $1,200  respectively.  The  aggregate  value of the
services was $8,950 and was  bartered  for an equal amount of value,  payable by
each  company by serving as a reference  to our  potential  clients.  The barter
transactions  were  entered into so that we can build our client list and reduce
the cash  needed to  establish  third-party  references  to be  utilized  in our
marketing campaigns.



The results of operations for the period March 21, 2000 to December 31, 2000
are not indicative of the results for any future interim period. We expect to
expand our business  and client  base,  which will require us to increase our
sales and marketing  and to hire  additional  employees,  which will result in
increasing expenses.



Liquidity and capital resources



Our  operating  and capital  requirements  have  exceeded our cash flow from
operations as we have been  building our  business.  During the period March 21,
2000 to June 30, 2000 we used cash of  approximately  $16,500 for  operating and
investing  activities,  which  have been  primarily  funded by $69,500 of
contributed capital and $5,792 in advances from our president.  At December 31,
2000, we had  $59,269 of cash.



We expect to make expenditures of at least $100,000 during the twelve months
following  the  closing of this  offering.  These  expenditures  will be used to
continue web site development,  recruiting employees,  payroll,  begin sales and
marketing and for general working capital.



Because we do not currently have the funds in place to make the
aforementioned expenditures, and because we anticipate incurring net losses for
the foreseeable future,  our  ability  to  continue  as a  going  concern  is
dependent  upon  obtaining additional capital and financing for our planned
operations.



Need for additional financing.

We need to raise at least $50,000 from the sale of our shares to maintain our
operations for at least 12 months.  If we are unable to raise these funds we
will not remain as a viable going concern and investors may lose their entire
investment.



Limited operating history.

As a  result  of our  limited  operating  history,  we have  limited
meaningful historical  financial  data  upon  which  to base  planned  operating
expenses. Accordingly,  our anticipated  expense levels in the future are based
in part on our expectations as to future revenue.  We expect that these expense
levels will become, to a large extent,  fixed. Revenues and operating results
generally will depend on the volume of, timing of and ability to complete
transactions,  which are difficult to forecast.  In addition,  there can be no
assurance that we will be able to  accurately  predict our net  revenue,
particularly  in light of the intense competition for public relations,  our
limited operating history and the uncertainty as to the broad  acceptance of the
web and Internet. We may be unable to adjust  spending in a timely  manner to
compensate  for any unexpected revenue shortfall or other unanticipated changes
in our industry. Any failure by us to  accurately  make  predictions  would
have a material  adverse effect on our business, results of operations and
financial condition.

Material agreements

To  date,  we have  not  entered  into  any  material  arrangements  with any
corporate customer.



In March 2000,  we entered into a one year  employment  agreement  with Bryan
Eggers, our president. Mr. Eggers will be compensated at the rate of $65,000 per
year.  However, this agreement is not yet effective, and  no compensation  is to
be paid and/or accrued until we raise gross  investment proceeds exceeding
$100,000, or when client revenues are sufficient to provide a full or partial
salary.

8



CAUTIONARY STATEMENT



This  Form  10-KSB,   press  releases  and  certain  information  provided
periodically  in writing or orally by the  Corporation's  officers or its agents
contain  statements  which  constitute  forward-looking  statements  within  the
meaning of Section 27A of the Securities  Act, as amended and Section 21E of the
Securities Exchange Act of 1934. The words expect,  anticipate,  believe,  goal,
plan,  intend,  estimate and similar  expressions and variations thereof if used
are  intended  to  specifically  identify  forward-looking   statements.   Those
statements appear in a number of places in this Form 10-KSB and in other places,
particularly,  Management's  Discussion and Analysis of Financial  Condition and
Results of Operations,  and include statements  regarding the intent,  belief or
current  expectations  of the  Corporation,  its  directors or its officers with
respect to, among other  things:  (i) the  Corporation's  liquidity  and capital
resources;  (ii) its  financing  opportunities  and plans  and (iii) its  future
performance  and  operating  results.  Investors and  prospective  investors are
cautioned that any such forward-looking  statements are not guarantees of future
performance  and involve risks and  uncertainties,  and that actual  results may
differ  materially from those projected in the  forward-looking  statements as a
result of  various  factors.  The  factors  that might  cause  such  differences
include,  among  others:  (i)  any  material  inability  of the  Corporation  to
successfully  identify,  consummate  and  integrate the  acquisition  of finance
receivables at reasonable and anticipated  costs, (ii) any material inability of
the Corporation to successfully  develop its products;  (iii) any adverse effect
or limitations  caused by governmental  regulations;  (iv) any adverse effect on
the Corporation's  continued positive cash flow and ability to obtain acceptable
financing in connection with its growth plans; (v) any increased  competition in
business;  (vi) any inability of the  Corporation  to  successfully  conduct its
business in new markets; and (vii) other risks including those identified in the
Corporation's filings with the SEC. The Corporation  undertakes no obligation to
publicly  update or revise  the  forward  looking  statements  made in this Form
10-KSB, to reflect events or circumstances after the date of this Form 10-KSB or
to reflect the occurrence of unanticipated events.





























































9



ITEM 7 - FINANCIAL STATEMENTS



PR Specialists, Inc.(A Development Stage
Enterprise)



TABLE OF CONTENTS









PAGEINDEPENDENT AUDITORS’ REPORT
F-2FINANCIAL STATEMENTSBalance Sheet
F-3Statement of Operations
F-4Statement of Stockholders’ Equity
F-5Statement of Cash Flows
F-6Notes to Financial Statements
F-7






















































F-1



10







[Letterhead of Kingery, Crouse & Hohl, P.A.]





#### 

#### INDEPENDENT AUDITORS’
REPORT



To the Board of Directors of PR Specialists, Inc.:



We have audited the accompanying balance sheet of PR Specialists, Inc.
(the “Company”), a development stage enterprise, as of December 31,
2000, and the related statements of operations, stockholders’ equity and
cash flows for the period March 21, 2000 (date of incorporation) to December 31,
2000.  These financial statements are the responsibility of the Company’s
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.



We conducted our audit in accordance with auditing standards generally
accepted in the United States of America.  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 the disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
the significant estimates made by management, as well as the overall financial
statement presentation.  We believe our audit provides a reasonable basis for
our opinion.



In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Company as of December
31, 2000, and the results of its operations and its cash flows for the period
March 21, 2000 (date of incorporation) to December 31, 2000 in conformity with
accounting principles generally accepted in the United States of
America.



The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  As discussed in Notes A and B to the
financial statements, the Company is in the development stage and will require a
significant amount of capital to commence its planned principal operations and
proceed with its business plan.  As of the date of these financial statements,
there is no assurance that the Company will be successful in its efforts to
raise the necessary capital to commence its planned principal operations and/or
implement its business plan. These factors raise substantial doubt about the
Company’s ability to continue as a going concern.  Management’s
plans in regard to this matter are described in Note B.  The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.





Kingery, Crouse & Hohl, P.A.April 13,
2001Tampa, FL











F-2





11





PR Specialists,
Inc.(A Development Stage
Enterprise)



BALANCE SHEET AS OF DECEMBER 31, 2000





ASSETSCURRENT ASSETS -Cash and cash equivalents
$   59,269Total
$   59,269LIABILITIES AND STOCKHOLDERS’ EQUITYLIABILITIES – Advances from stockholder
$     5,792STOCKHOLDERS’ EQUITY:Preferred stock - $0.001 par value; authorized 5,000,000
common shares; no shares issued and outstanding
-Common stock - $0.001 par value; authorized 20,000,000
common shares; 5,034,000 shares issued and outstanding
5,034Additional paid-in capital
1,052,600Deficit accumulated during the development stage
(1,004,157)Total
stockholders’ equity
53,477Total
$     59,269








See notes to financial statements.







































F-3



12





PR Specialists,
Inc.(A Development Stage
Enterprise)



STATEMENTS OF OPERATIONS







For the Period March 21 2000 (date of incorporation) to
December 31, 2000REVENUES
$
12,140EXPENSES:Stock based compensation - related party

900,000Stock based consulting fees

37,400Employee compensation

48,750Professional fees

12,202Marketing

8,950Other

8,995Total expenses

1,016,297NET LOSS
$
(1,004,157)Net Loss Per Share- Basic and diluted
$
(.02)Weighted Average Number of Shares Outstanding

4,594,200






See notes to financial statements.





















F-4



13

PR Specialists, Inc.(A Development Stage
Enterprise)



STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE PERIOD MARCH
21, 2000 (date of incorporation) TO DECEMBER 31, 2000



Common Stock


Additional    Paid-In

Deficit Accumulated During the DevelopmentShares

Amount

Capital

Stage

TotalBalances, March 21, 2000   (date  of  incorporation)

-

$          -

$             -

$                  -

$             -Issuance of common stock to    founders

4,500,000

4,500

895,500



900,000Services contributed by founding   stockholders





50,250



50,250Capital contribution from majority   stockholder





584



584Issuance of common stock for   other services

187,000

187

37,213



37,400Issuance of common stock for   cash

347,000

347

69,053



69,400Net loss







(1,004,157)

(1,004,157)Balances, December 31, 2000

5,034,000

$  5,034

$1,052,600

$(1,004,157)

$53,477






See notes to financial statements.

































F-5



14

















PR Specialists, Inc.(A Development Stage
Enterprise)



STATEMENT OF CASH FLOWS





For the period March 21, 2000 (date  of  incorporation) to
December 31, 2000Cash Flows From Operating ActivitiesNet loss

$ (1,004,157)Adjustment to reconcile net loss to net cash used by
operating      activities:Stock based compensation

900,000Stock based consulting fees

37,400Other non-cash employee compensation

48,750Other non-cash expenses

1,500Net Cash Used by Operating Activities

(16,507)Cash Flows From Financing Activities:Capital contribution from majority stockholder

584Advances from stockholder

5,792Proceeds from issuance of common stock

69,400Net Cash Provided by Financing  Activities

75,776Net Increase (decrease) In Cash and Cash Equivalents

59,269Cash and Cash Equivalents at Beginning of Period

-Cash and Cash Equivalents at End of Period

$            59,269Supplemental disclosure of cash flow information:Cash Paid For:Interest

$                  0Income Taxes

$                  0




See notes to financial statements.

















F-6



15

PR Specialists, Inc.(A Development Stage
Enterprise)



NOTES TO FINANCIAL STATEMENTS



NOTE A - FORMATION AND OPERATIONS OF THE COMPANY



PR Specialists, Inc. ("we",  "us", "our") was incorporated under the laws of
the state of Delaware on March 21, 2000. We are considered to be in the
development stage as defined in Financial  Accounting  Standards  Board
Statement No. 7, and intend to provide  publicity services to small and medium
size companies. Our planned principal  operations have not commenced;  therefore
most of our accounting policies and procedures have not yet been
established.



Use of Estimates



The preparation of financial  statements in accordance  with accounting
principles generally accepted in the United States of America requires us to
make estimates and assumptions that affect the reported  amounts of assets and
liabilities  and the  disclosure  of contingent assets and liabilities at the
date of the financial  statements.  The reported  amounts of revenues and
expenses  during the  reporting  period may be affected by the estimates  we are
required to make.  Actual results could differ from our estimates.



NOTE B – GOING CONCERN



Our financial statements have been prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of liabilities in
the normal course of business.  We have incurred net operating losses since our
inception, and anticipate that we will incur net losses for the foreseeable
future and that we will require a significant amount of capital to commence our
planned principal operations and proceed with our business plan.  Accordingly,
our ability to continue as a going concern is dependent upon our ability to
secure an adequate amount of capital to finance ours planned principal
operations and implement our business plan.  Our plans include selling shares of
our common stock through our public offering (see Note G), however there is no
assurance that we will be successful in our efforts to raise capital.  These
factors, among others, indicate that we may be unable to continue as a going
concern for a reasonable period of time.  Our financial statements do not
include any adjustments relating to the recoverability and classification of
recorded asset amounts or the amounts and classification of liabilities that
might be necessary should we be unable to continue as a going concern.



NOTE C – BARTER TRANSACTIONS



During the period March 21, 2000 (date of incorporation) to December 31,
2000, we entered into various barter transactions whereby we provided certain
publicity services having an estimated fair market value of $8,950 to various
customers in exchange for content and reference services.  These services, and
the related services provided to us by our customers, have been reflected as
revenues and marketing expenses, respectively,  in the accompanying statement of
operations.



NOTE D - RELATED PARTY TRANSACTIONS



On the date of incorporation, 4,500,000 shares of our common stock were
issued to our founding stockholders.  The value of these services, which was
based on the number, and fair value of shares issued, has been reflected as
stock based compensation in the accompanying statement of operations.



During the period March 21, 2000 (date of incorporation) to December 31,
2000, we recognized $48,750 of employee compensation.  We believe this amount
represents the fair value of services provided to us by our



F-7



16





president during this period.   Because this compensation will not be paid,
now or in the future, this amount has been reflected as an increase in
additional paid-in capital in the accompanying balance sheet. No amounts have
been ascribed to the use of a portion of our president's home for office space
in the accompanying statement of operations because the value of such office
space was not considered significant.



In addition, our other founding stockholder provided services having a fair
value of $1,500 to us during the period March 21, 2000 (date of incorporation)
to December 31, 2000.  Because no consideration was exchanged for these
services, the amounts have been reflected as increases in additional paid-in
capital in the accompanying balance sheet and statement of stockholder’s
equity.



Our founding stockholders periodically advance funds to us.  These advances,
which have a remaining balance of approximately $5,800 as of December 31, 2000,
were, and are unsecured, non-interest bearing and due on demand.



During the period March 21, 2000 (date of incorporation) to December 31,
2000, we issued 187,000 shares of our common stock as consideration for certain
consulting services.  The value of these services, which was based on the
number, and fair value, of shares issued ($.20 per share based on the price at
which other shares were being offered at the time the services were rendered),
has been reflected as stock based consulting fees in the accompanying statement
of operations.



NOTE E- INCOME TAXES



During the period March 21, 2000 (date of incorporation) to December 31,
2000, we recognized losses for both financial and tax reporting purposes.  As
such, no provision for income taxes and/or deferred income taxes payable have
been provided for in the  accompanying  financial statements.



At December 31, 2000, we had a net operating loss carryforward of
approximately $16,500 for income tax  purposes.  The  carryforward  will be
available to offset future taxable  income  through the year ended  December 31,
2020. The deferred income tax asset  arising  from this net  operating  loss
carryforward  is not recorded in the  accompanying  balance sheet because we
established a valuation allowance  to fully  reserve  such asset,  as its
realization  did not meet the required asset recognition standard established by
SFAS 109



NOTE F – NET LOSS PER SHARE



We compute  net loss per share in  accordance  with SFAS No. 128  "Earnings
per Share"  ("SFAS No.  128") and SEC Staff  Accounting  Bulletin No. 98 ("SAB
98"). Under the  provisions  of SFAS No.  128 and SAB 98,  basic net loss per
share is computed by  dividing  the net loss  available  to common  stockholders
for the period by the weighted  average number of common shares  outstanding
during the period.  Diluted net loss per share is computed by dividing the net
loss for the period by the number of common and common equivalent shares
outstanding  during the period.  There were no common equivalent  shares
outstanding as of December 31, 2000; accordingly basic and diluted net loss per
share are identical for the period March 21, 2000 (date of incorporation) to
December 31, 2000.



NOTE G – COMMON STOCK OFFERING



In August, 2000, our registration statement with the SEC to sell up to
3,125,000 shares of our common stock at $0.20 per share, was declared effective.
The offering is on a best-efforts, no minimum basis. As such, we have the
immediate  use of any funds arising from stock sales to finance our operations.
Through December 31, 2000, we have issued approximately 534,000 shares of our
common stock under this offering.  The offering is scheduled to close in August
of 2001.









F-8



17

ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURES



NONE



ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.



The following table and subsequent discussion contains  information
concerning our director and executive officer,  who will serve in the same
capacity with us upon  completion  of the  offering.  Our  executive  officer
was elected to his position in March 2000.





Name
Age
TitleBryan Eggers
51
President and Director




There are no other persons  nominated or chosen to become directors or
executive officers nor do we have any employees other than above.



Mr.  Eggers has served as  President  and  Director  since March  2000.
From November 1999 until March 2000,  he served as an  independent  public
relations consultant.  From December 1998 until November 1999, he served as vice
president of public  relations of CDbeat.com,  an Internet music  software
company.  From August 1998 until  December  1998,  Mr. Eggers served as an
independent  public relations consultant.  From May 1996 until August 1998, Mr.
Eggers served as the Marketing  Communications  Manager of Luckman Interactive,
an Internet software development  company.  From April 1994 until May 1996,  Mr.
Eggers  served as a Public Relations Specialist for the Dataproducts Division of
Hitachi, a computer printer  manufacturer.  From May 1993 until April 1994,  Mr.
Eggers served as a consultant for public relations and marketing for Now-Online,
Inc., an Internet service provider.



Our directors hold office until the next annual meeting of shareholders  and
the election  and   qualification  of  their   successors.   Directors   receive
no compensation  for serving on the board of directors other than  reimbursement
of reasonable  expenses incurred in attending  meetings.  Officers are appointed
by the board of directors and serve at the discretion of the board.



CONFLICTS OF INTEREST



Our director and officer is or may become, in his individual capacity,
officer, director,  controlling shareholder and/or partner of other entities
engaged in a variety of businesses.  There exist  potential  conflicts of
interest  including allocation of time between PR Specialists, Inc. and his
other business activities.



No proceeds from this  offering will be used to purchase  directly or
indirectly any  shares of the  common  stock  owned by any  present
shareholder,  officer, director or promoter.  No proceeds from this offering
will be loaned to our sole officer and director.  We also will not use proceeds
of this  offering  purchase the assets of any company,  which is beneficially
owned by any of our current or future officers, directors, promoters or
affiliates.



ITEM 10 - EXECUTIVE COMPENSATION.



There was no officer whose salary and bonus for the period exceeded $100,000.



Mr. Eggers is currently employed by PR Specialists,  Inc. at an annual salary
of $65,000 per annum according to a one year written employment agreement signed
on March 21, 2000. Mr. Eggers is not accruing or entitled to any  compensation
and will not be paid until we raise at least  $100,000 from this  offering,  or
when client  revenues  are  sufficient  to  provide  a full or  partial  salary.
His employment  agreement  provides for  reimbursement of business related
expenses, two weeks of  vacation  per  calendar  year,  medical and  disability
benefits, additional  benefits as offered by us and bonus  entitlement.  Until
there is an independent  board  member,  Mr.  Eggers has verbally  agreed not to
receive any benefits  or bonus  from PR  Specialists,  Inc.  The  employment
contract  also contains standard non-compete, termination, confidentiality and
other clauses.

18

We do  not  presently  have a  stock  option  plan  but  intend  to  develop
an incentive-based  stock option plan for our officers and  directors in the
future and may reserve shares of our authorized common stock for that purpose.





ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.



The  following  table  sets forth  information  with  respect to the
beneficial ownership of our common stock before and after giving  effect to the
sale of the maximum number of shares of common stock  offered.  All
shareholders  have sole voting and investment power over the shares beneficially
owned.  Included within this table is information  concerning each  stockholder
who owns more than 5% of any class of our  securities,  including  those  shares
subject to  outstanding options.  Although  our  officer  may  purchase  shares
in this  offering,  the following  amounts  assume that our officer  does not
purchase  any  additional shares.



Beneficial ownership
class of common stock
shares owned
Percentage of sharesBryan Eggers6041 Pomegranate LaneWoodland Hills, California 91367
3,150,000
62.57%Joel Arberman8384 Roswell Road, Suite K Atlanta, Georgia 30350
1,500,000
29.79




ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.



On March 21, 2000, we issued 4,500,000 shares of our common stock to our
founding stockholders – 3,000,000 to our President (Bryan Eggers) and
1,500,000  shares to Mr.  Joel  Arberman. These shares were issued as
consideration nominal corporate organization services provided.



Mr. Eggers, our President, provides various equipment and a portion of his
home for office space for no  consideration.  The value of this  equipment and
office space are not considered significant.



All  future  transactions   between  us  and  our  officers,   directors  or
5% shareholders,  and  their  respective  affiliates,  will  be on  terms  no
less favorable  than could be obtained  from  unaffiliated  third parties and
will be approved by a majority of any independent, disinterested directors.





ITEM 13-EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON

FORMS 8-K



Exhibits - None. Financial Statement Schedules - None. Reports on
Form 8-K - None.

























19



SIGNATURES



In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



PR SPECIALISTS, INC.



By: /s/ Bryan Eggers Chief Executive Officer



Dated: April 13, 2001



In accordance  with Exchange Act, this report has been signed below by the
following  persons on behalf of the  Registrant and in the capacities and on the
dated indicated.





SIGNATURE
TITLE
DATE/s/ Bryan Eggers
Director, Chief Accounting Officer
April 13, 2001




































































20