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

                                   FORM 10-KSB





 (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
 ACT OF 1934  For the fiscal year ended June 30, 2001
                                        -------------

 ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 EXCHANGE ACT OF 1934 For the transition period from             to
                                                    -------------  ------------

Commission File Number: 000-31489

                             BY & C Management, Inc.
             (Exact name of registrant as specified in its charter)

Florida                                                              65-0832987
-------                                                              ----------
(State or other jurisdiction                                   (I.R.S. Employer
of incorporation or organization)                            Identification No.)

23 Corporate Plaza, Suite 180, Newport Beach, California                  92663
-------------------------------------------------------------------------------
(Address of registrant's principal executive offices)                 (Zip Code)

                                 (949) 720-7320
                                 --------------
              (Registrant's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Act:

        Title of Each Class                      Name of Each Exchange on which
        to be so Registered:                     Each Class is to be Registered:
        --------------------                    -------------------------------
                None                                        None
                ----                                        ----

Securities registered under Section 12(g) of the Act:

Common Stock, Par Value $.001
-----------------------------
(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. (X) Yes  ( ) No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. ( )


State issuer's revenues for its most recent fiscal year. $0.

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days. (See definition of affiliate in Rule
12b-2 of the Exchange Act.) As of September 27, 2001, approximately $0.00.

As of September 27, 2001, there were 7,340,000 shares of the issuer's $.001 par
value common stock issued and outstanding.

Documents incorporated by reference. There are no annual reports to security
holders, proxy information statements, or any prospectus filed pursuant to Rule
424 of the Securities Act of 1933 incorporated herein by reference.

Transitional Small Business Disclosure format (check one):

            ( ) Yes           (X) No




                                       1
<PAGE>



                                     PART I


Item 1. Description of Business.
--------------------------------

Our Business. We are a developmental stage company. We intend to be an Internet
based association of property management professionals and licensed real estate
brokers and agents. We anticipate that we will provide continuing education
classes and develop certification programs for our membership of property
management professionals and licensed real estate brokers and agents. Our
courses of study will be designed to increase the knowledge of our membership in
the property management industry and provide updated information regarding new
regulations and licensing requirements. We also intend to develop and promote
the adoption of policies and standards which provide guidance to property
management professionals in an effort to establish a national set of standards
to be applied and upheld by practitioners within the profession. We intend to
generate revenues through membership dues and the fees that we will charge for
our continuing education classes and certification programs. We anticipate that
we will generate membership dues from property management professionals and
licensed real estate brokers and agents. In exchange for dues, members will be
entitled to discounts for the continuing education classes, which will be
offered on our website, and quarterly newsletter updates. Members will not
receive any equity interest in us and the rights of our shareholders will not be
adversely affected by the existence of these members.

Our Website www.bycmgmt.com. We are currently developing our proposed continuing
education programs, although we have not actually commenced the technical
development our website. Our website is currently not currently a source of
revenues. We anticipate that our website will initially be developed as a
corporate presence for us and used for marketing of our services. If we raise
substantial capital or generate significant revenues, we anticipate that our
website will be expanded to provide advice and information to property
management professionals in a community based format as well as offer users free
information on changing laws. We intend to further develop the website to serve
as an online distributor of our continuing education products. If we generate
significant revenues, we plan to expand and design our website to broadcast
educational programs to our members and function as a marketplace for property
management professionals as well as related businesses and consumers. We believe
that our website could be developed to allow users to interact with other
property management professionals to obtain advice and services from other
property management professionals as well as purchase our various industry
related products. We anticipate that in order to view or download our continuing
education programs, customers will be issued a password. We have not begun the
development of our proposed certification programs

Internet Advertising. If we generate significant revenues, we anticipate that we
will expand and develop our website to broadcast educational programs to our
members and function as a marketplace for property management professionals as
well as related businesses and consumers. If we develop our website into such a
marketplace, we anticipate that we will be able to generate advertising revenues
from companies which have complementary products and services and desire to
advertise our on website. The Internet is emerging as an attractive method for
advertisers, due to the growth in the number of Internet users, the amount of
time Internet users spend on the Internet, the increase in electronic commerce,
the interactive nature of the Internet, the Internet's global reach, the ability
to reach targeted audiences and a variety of other factors. We believe that
significant revenues can be generated from online advertising, initially from
small business service providers and product vendors and, as use of our website
increases, from advertisers, such as consumer products companies.

Future Products. If we generate significant revenues in the next twelve to
twenty-four months, we may further expand our website to provide multiple
location real estate listings for properties listed by our property management
professionals and real estate brokers and agents.

Our Target Markets and Marketing Strategy. We believe that our primary target
market will consist of property management professionals and real estate brokers
and agents licensed in California and other states. We intend to enter other
markets by purchasing the lists of property management professionals and
licensed real estate brokers and agents in good standing from the various
states. We plan to mail to property management professionals and licensed real
estate brokers and agents postcards which display information concerning our
products and services.

We anticipate that we will market and promote our website on the Internet. Our
marketing strategy is to promote our services and products and attract users to
our website. Our marketing initiatives include the following:




                                       2
<PAGE>




          o    utilizing direct response print advertisements placed primarily
               in small business, entrepreneurial, and property
               management-oriented magazines and special interest magazines;
          o    links to industry focused websites;
          o    advertising by television, radio, banners, affiliated marketing
               and direct mail;
          o    presence at industry tradeshows; and
          o    entering into relationships with other website providers to
               increase our access to Internet business consumers.

Growth Strategy. Our objective is to become a dominant Internet based provider
of continuing education classes and develop certification programs for our
membership of property management professionals and licensed real estate brokers
and agents. Key elements of our strategy include

          o    create awareness of our products and services;
          o    increase the number of Internet users to our websites;
          o    continue our websites;
          o    develop our relationships with clients;
          o    provide additional services for clients; and
          o    pursue relationships with joint venture candidates which will
               support our development. We currently do not have plans,
               agreements, understandings or arrangements to engage in joint
               ventures.

We believe that creating awareness of our website is critical in our effort to
be a dominant Internet provider of continuing education classes and develop
certification programs for our membership of property management professionals
and licensed real estate brokers and agents.

Our Competition. While we compete with traditional "brick and mortar" providers
of continuing education classes and develop certification programs, we believe
that we will also compete with other Internet based companies and businesses
that have developed and are in the process of developing websites which will be
competitive with the products developed and offered by us. We cannot guaranty
that other websites or products which are functionally equivalent or similar to
our websites and products have not been developed or are not in development.
Many of these competitors have greater financial and other resources, and more
experience in research and development, than us.

Government Regulation. We will need governmental approval for our continuing
education classes and certification programs. Continuing education classes and
certification programs are regulated on state-by-state basis. Our business is
subject to the California Department of Real Estate regulation and other federal
and state laws relating to the continuing education classes and certification
programs. We anticipate that we will initially provide classes which are
designed for our California membership of property management professionals and
licensed real estate brokers and agents. If we are successful in California,
then we will investigate expanding our classes to comply with other states'
regulations.

In California, an application for approval of a continuing education program is
filed with the commissioner of the California Department of Real Estate not less
than 90 days before the proposed commencement date of the program. The
application, which is accompanied by a fee of $350, should includes the name,
address and telephone number of the applicant as well as a summary of the
continuing education program. If the application is not approved, then the
commissioner provides a written notice of denial of approval, which sets forth
the reasons for the determination. If the course is approved, then the
continuing education program is approved for a period of two years from the date
of approval or from a date specified by the Department of Real Estate in
granting the approval.

The California Department of Real Estate also regulates the approval of
certification programs. The application for approval of a certification program
is the same as the application for approval of a continuing education program.
We have not submitted applications for our proposed continuing education
programs or our proposed certification programs, although we anticipate that we
will submit those applications when we complete the development of our website,
which we believe will happen in the next three to six months.

There is currently only a small body of laws and regulations directly applicable
to access to or commerce on the Internet. However, due to the increasing
popularity and use of the Internet, it is possible that a number of laws and
regulations may be adopted at the international, federal, state and local levels
with respect to the Internet, covering issues such as user privacy, freedom of
expression, pricing, characteristics and quality of products and services,
taxation, advertising, intellectual property rights, information security and





                                       3
<PAGE>





the convergence of traditional telecommunications services with Internet
communications. Moreover, a number of laws and regulations have been proposed
and are currently being considered by federal, state and foreign legislatures
with respect to these issues. The nature of any new laws and regulations and the
manner in which existing and new laws and regulations may be interpreted and
enforced cannot be fully determined.

In addition, there is substantial uncertainty as to the applicability to the
Internet of existing laws governing issues such as property ownership,
copyrights and other intellectual property issues, taxation, libel, obscenity
and personal privacy. The vast majority of these laws were adopted prior to the
advent of the Internet and, as a result, did not contemplate the unique issues
and environment of the Internet. Future developments in the law might decrease
the growth of the Internet, impose taxes or other costly technical requirements,
create uncertainty in the market or in some other manner have an adverse effect
on the Internet. These developments could, in turn, have a material adverse
effect on our business, prospects, financial condition and results of
operations.

We provide our services through data transmissions over public telephone lines
and other facilities provided by telecommunications companies. These
transmissions are subject to regulation by the Federal Communications
Commission, state public utility commissions and foreign governmental
authorities. However, we are not subject to direct regulation by the Federal
Communications Commission or any other governmental agency, other than
regulations applicable to businesses generally. Nevertheless, as Internet
services and telecommunications services converge or the services we offer
expand, there may be increased regulation of our business, including regulation
by agencies having jurisdiction over telecommunications services. Additionally,
existing telecommunications regulations affect our business through regulation
of the prices we pay for transmission services, and through regulation of
competition in the telecommunications industry.

The Federal Communications Commission has ruled that calls to Internet service
providers are jurisdictionally interstate and that Internet service providers
should not pay access charges applicable to telecommunications carriers. Several
telecommunications carriers are advocating that the Federal Communications
Commission regulate the Internet in the same manner as other telecommunications
services by imposing access fees on Internet service providers. The Federal
Communications Commission is examining inter-carrier compensation for calls to
Internet service providers, which could affect Internet service providers' costs
and consequently substantially increase the costs of communicating via the
Internet. This increase in costs could slow the growth of Internet use and
thereby decrease the demand for our services.

Federal legislation imposing limitations on the ability of states to impose new
state taxes on e-commerce was enacted in 1998. The Internet Tax Freedom Act, as
this legislation is known, exempts specific types of sales transactions
conducted over the Internet from multiple or discriminatory state and local
taxation through October 21, 2001. It is possible that this legislation will not
be renewed when it terminates in October 2001. Failure to renew this legislation
or the enactment of new legislation could allow state and local governments to
impose taxes on Internet-based sales and use. Such taxes could decrease the
demand for our products and services or increase our costs of operations.

Patents and Proprietary Rights. Our success depends in part upon our ability to
preserve our trade secrets and operate without infringing the proprietary rights
of other parties. However, we may rely on certain proprietary technologies,
trade secrets, and know-how that are not patentable. We currently own the web
domain name www.bycmgmt.com. Under current domain name registration practices,
no one else can obtain an identical domain name, but someone might obtain a
similar name, or the identical name with a different suffix, such as ".org", or
with a country designation. The regulation of domain names in the United States
and in foreign countries is subject to change, and we could be unable to prevent
third parties from acquiring domain names that infringe or otherwise decrease
the value of our domain names.

Our Research and Development. We are currently developing our proposed
continuing education programs, although we have not actually commenced the
technical development our website. We have not begun the development of our
proposed certification programs. We are not currently conducting any other
research and development activities and do not anticipate conducting such
activities in the near future. If we generate significant revenues, we may
expand our product line by entering into relationships with third parties, who
have the expertise and capabilities to develop software which will enhance our
product offerings. For example, we believe that our website can be developed to
provide multiple listing services for condominiums and homes. Rather than
develop the software ourselves, we anticipate that we would attempt to purchase
or license the software from companies that already developed such software. We
currently do not have plans, agreements, understandings or arrangements for such
activities.



                                       4
<PAGE>



Employees. As of June 30, 2001, we have two (2) part time employees. Bruce
Younker, the brother of our president, has provided services to us, which
include the development of proposed continuing educations programs as well as
proposed content for our website. We have not paid anyone for technical
development of our website and there have been no development costs to date.

We do not currently anticipate that we will hire any employees in the next six
months, unless we generate significant revenues. We believe our future success
depends in large part upon the continued service of our key senior management
personnel and our ability to attract and retain managerial personnel. From
time-to-time, we anticipate that we will use the services of independent
contractors and consultants to support marketing and sales and business
development.

Facilities. Our executive, administrative and operating offices are located at
23 Corporate Plaza, Suite 180, Newport Beach, California 92663. Robert A.
Younker, our President and a director, currently provides office space to us at
no charge.

Item 2.  Description of Property.
---------------------------------

Property held by Us. As of the date specified in the following table, we held
the following property:

============================== ========================== =====================
            Property                  June 30, 2001            June 30, 2000
------------------------------ -------------------------- ---------------------
Cash                                             $2,479                    $251
------------------------------ -------------------------- ---------------------
Property and Equipment, net                          $0                       0
============================== ========================== =====================

We define cash equivalents as all highly liquid investments with a maturity of 3
months or less when purchased. We do not presently own any interests in real
estate. We do not presently own any inventory or equipment.

Our Facilities. Our executive, administrative and operating offices are located
at 23 Corporate Plaza, Suite 180, Newport Beach, California 92663. Robert A.
Younker, our President and a director, currently provides office space to us at
no charge. We do not have a written lease or sublease agreement and Mr. Younker
does not expect to be paid or reimbursed for providing office facilities. The
fair market value of the amount of office space afforded to us is approximately
$200.00 per month.

Item 3.  Legal Proceedings.
---------------------------

We are not aware of any pending litigation nor do we have any reason to believe
that any such litigation exists.

Item 4.  Submission of Matters to Vote of Security Holders
----------------------------------------------------------

Not applicable.



                                     PART II

Item 5.  Market Price for Common Equity and Related Stockholder Matters.
------------------------------------------------------------------------

Reports to Security Holders. We are a reporting company with the Securities and
Exchange Commission, or SEC. The public may read and copy any materials filed
with the SEC at the SEC's Public Reference Room at 450 Fifth Street N.W.,
Washington, D.C. 20549. The public may also obtain information on the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC
maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically
with the SEC. The address of that site is http://www.sec.gov.

760,200 shares of our common stock can be sold pursuant to Rule 144 promulgated
pursuant to the Securities Act of 1933. Rule 144 provides, among other things,
that persons holding restricted securities for a period of one year may each
sell, assuming all of the conditions of Rule 144 are satisfied, in brokerage
transactions every three (3) months an amount of restricted securities equal to
one percent (1%) of our outstanding shares of common stock, or the average
weekly reported volume of trading during the four calendar weeks preceding the
filing of a notice of proposed sale, which ever is more. Rule 144 also provides
that, after holding such securities for a period of two (2) years, a
nonaffiliate of the company may sell those securities without restriction, other
than the requirement that we are current with respect to our information
reporting requirements.





                                       5
<PAGE>




On July 10, 2000, our Board of Directors authorized a forward split of 1000 to
1.

On July 18, 2000, we filed a registration statement with the SEC to register
85,000 shares of our common stock for sale by the selling shareholders. That
registration statement was declared effective by the SEC on August 1, 2001.

On August 7, 2001, our Board of Directors redeemed 5,200,000 shares of our
common stock for $5,200. Specifically, we redeemed 3,500,000 shares of common
stock owned by Robert A. Younker, our president and one of our directors,
1,500,000 shares of common stock owned by Carol Jean Gehlke, our secretary and
one of our directors, and 200,000 shares of common stock owned by Calvin Mees,
one of our directors.

On August 15, 2001, our Board of Directors authorized a forward split of 4 to 1

There are no outstanding options or warrants to purchase, or securities
convertible into, shares of our common stock. There are no outstanding shares of
our common stock that we have agreed to register under the Securities Act for
sale by security holders. The approximate number of holders of record of shares
of our common stock is twenty-nine (29).

There have been no cash dividends declared on our common stock. Dividends are
declared at the sole discretion of our Board of Directors.

Prices of Common Stock. Our securities are not listed for trading on any
exchange or quotation service although we have applied to be quoted on the OTC
Bulletin Board, an electronic quotation medium for securities traded outside of
the Nasdaq Stock Market. This market is extremely limited and the prices quoted
are not a reliable indication of the value of our common stock.

Penny Stock Regulation. Shares of our common stock are subject to rules adopted
by the Securities and Exchange Commission that regulate broker-dealer practices
in connection with transactions in "penny stocks". Penny stocks are generally
equity securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on the Nasdaq
system, provided that current price and volume information with respect to
transactions in those securities is provided by the exchange or system). The
penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, deliver a standardized risk
disclosure document prepared by the Securities and Exchange Commission, which
contains the following:

          o    a description of the nature and level of risk in the market for
               penny stocks in both public offerings and secondary trading;
          o    a description of the broker's or dealer's duties to the customer
               and of the rights and remedies available to the customer with
               respect to violation to such duties or other requirements of
               securities' laws;
          o    a brief, clear, narrative description of a dealer market,
               including "bid" and "ask" prices for penny stocks and the
               significance of the spread between the "bid" and "ask" price;
          o    a toll-free telephone number for inquiries on disciplinary
               actions;
          o    definitions of significant terms in the disclosure document or in
               the conduct of trading in penny stocks; and
          o    such other information and is in such form (including language,
               type, size and format), as the Securities and Exchange Commission
               shall require by rule or regulation.

Prior to effecting any transaction in penny stock, the broker-dealer also must
provide the customer the following:

          o    the bid and offer quotations for the penny stock;
          o    the compensation of the broker-dealer and its salesperson in the
               transaction;
          o    the number of shares to which such bid and ask prices apply, or
               other comparable information relating to the depth and liquidity
               of the market for such stock; and
          o    monthly account statements showing the market value of each penny
               stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules, the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt




                                       6
<PAGE>




of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitably statement. These
disclosure requirements may have the effect of reducing the trading activity in
the secondary market for a stock that becomes subject to the penny stock rules.
Holders of shares of our common stock may have difficulty selling those shares
because our common stock will probably be subject to the penny stock rules.

Item 6.  Management's Discussion and Analysis of Financial Condition or Plan
of Operation.
----------------------------------------------------------------------------

This following information specifies certain forward-looking statements of
management of the company. Forward-looking statements are statements that
estimate the happening of future events are not based on historical fact.
Forward-looking statements may be identified by the use of forward-looking
terminology, such as "may", "shall", "will", "could", "expect", "estimate",
"anticipate", "predict", "probable", "possible", "should", "continue", or
similar terms, variations of those terms or the negative of those terms. The
forward-looking statements specified in the following information have been
compiled by our management on the basis of assumptions made by management and
considered by management to be reasonable. Our future operating results,
however, are impossible to predict and no representation, guaranty, or warranty
is to be inferred from those forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in
the following information represent estimates of future events and are subject
to uncertainty as to possible changes in economic, legislative, industry, and
other circumstances. As a result, the identification and interpretation of data
and other information and their use in developing and selecting assumptions from
and among reasonable alternatives require the exercise of judgment. To the
extent that the assumed events do not occur, the outcome may vary substantially
from anticipated or projected results, and, accordingly, no opinion is expressed
on the achievability of those forward-looking statements. No assurance can be
given that any of the assumptions relating to the forward-looking statements
specified in the following information are accurate, and we assume no obligation
to update any such forward-looking statements.

For the year ended June 30, 2001.
---------------------------------

Liquidity and Capital Resources. We have cash of $2,479 as of June 30, 2001. In
our opinion, our available funds of $2,479 will satisfy our working capital
requirements through December 2001. Our forecast for the period for which our
financial resources will be adequate to support our operations involves risks
and uncertainties and actual results could fail as a result of a number of
factors. Factors which could cause our disclosure to be inaccurate include the
following:

          o    unforeseen increases in our fixed costs; and
          o    our officers' and directors' inability to devote sufficient time
               to the development of our website and continuing education
               programs.

We do not believe that our current available funds will be sufficient to
complete the development of our website. Because those funds will not be
sufficient, we will have to raise additional capital. We cannot guaranty that
additional funding will be available on favorable terms, if at all. If adequate
funds are not available, we believe that our officers and directors will
contribute funds to pay for our expenses, including expenses related to website
development. Our belief that our officers and directors will pay our expenses is
based on the fact that our officers and directors have significant equity
interests in us. We believe that our officers and directors will continue to pay
our expenses as long as they maintain a significant equity interest in us.
Therefore, we have not contemplated any plan of liquidation in the event that we
do not generate revenues. In the event that we are unable to complete the
development of our website and successfully market it, we do not have an
alternative business plan.

Our ability to raise additional capital in the next twelve months through the
sale of our stock may be harmed by competing resales of our common stock by the
selling security holders. The price of our common stock could fall if the
selling security holders sell substantial amounts of our common stock. These
sales would make it more difficult for us to sell equity or equity-related




                                       7
<PAGE>





securities in the future at a time and price that we deem appropriate because
the selling security holders may offer to sell their shares of common stock to
potential investors for less than we do. Moreover, potential investors may not
be interested in purchasing shares of our common stock if the selling security
holders are selling their shares of common stock.

Results of Operations. We did not realize any revenues from operations for the
fiscal year ended June 30, 2001. Our expenses of approximately $221,217 consist
primarily of consulting fees and start-up costs from formation through June 30,
2001. For the year ended June 30, 2001, our total expenses were approximately
$97,427, of which approximately $65,865 were for professional fees. In addition,
we paid $28,000 in consulting fees during the year ended June 30, 2001. $15,000
of those consulting fees was paid in the form of 15,000 shares of our common
stock to Bruce Younker, the brother of our president. Those shares were issued
in exchange for development of proposed continuing educations programs as well
as proposed content for our website. We also paid $3,500 to Yvonne Homan for
compiling information for eventual launch involving additional space,
furnishings, office equipment, supplies, stationery, business cards and $4,500
to Mark Jacques, one of our shareholders, in exchange for development of
proposed continuing educations programs.

Our Plan of Operation for the Next Twelve Months. We are currently developing
our proposed continuing education programs, although we have not actually
commenced technical development of our website. Bruce Younker, the brother of
our president, has provided services to us, which include the development of
proposed continuing educations programs as well as proposed content for our
website. We have not paid anyone for technical development of our website and
there have been no development costs to date. We have not spent any funds on
research and development of our website. Our prospects must be considered
speculative, considering the risks, expenses, and difficulties frequently
encountered in the establishment of a new business, specifically the risks
inherent in the development of electronic commerce.

Our objective is to complete the development of our website in the next three to
six months. We do not believe that our current available funds will be
sufficient to complete the development of our website. Although we are
developing proposed continuing educations programs, we have not actually
commenced technical development of our website. The minimum amount necessary to
complete the development of our website is approximately $75,000. Our failure to
raise additional capital will significantly limit our website development and we
may not be able to commence operations. We have not begun the development of our
proposed certification programs. We anticipate that our president Robert Younker
and Bruce Younker, the brother of our president, will develop the proposed
certification programs. Neither Robert Younker nor Bruce Younker has any
experience in developing or administering certification programs. We anticipate
that we may pay for the development of our proposed certification programs
through the issuance of stock for services performed or the issuance of stock
options if we adopt a stock option plan. We do not currently have any
agreements, arrangements or understandings with respect to compensation for the
development of our proposed certification programs.

If we are unable to complete the development of our website or successfully
market it, we may engage in an entirely different activity or no activity at
all. We have no obligation to conduct the business we have described in this
registration statement. Investors will have no input in whether we engage in an
entirely different activity or no activity at all. We cannot guaranty that we
will be able to complete the development of our website or successfully market
it.

If we complete the development of our website and obtain regulatory approval for
our proposed continuing education and certification programs, we anticipate that
we will begin to generate revenues from membership dues and the fees that we
will charge for our continuing education classes and certification programs. We
anticipate that we will generate membership dues from property management
professionals and licensed real estate brokers and agents. In exchange for dues,
members will be entitled to discounts for the continuing education classes,
which will be offered on our website, and quarterly newsletter updates. Members
will not receive any equity interest in us and the rights of our shareholders
will not be adversely affected by the existence of these members.

Any revenues generated will be used to market our website and expand our
membership base. We cannot guaranty that we will generate revenues to market our
website and expand our membership base. Our failure to market our website and
expand our membership base will harm our business and financial performance. If
we are unable to generate revenues, we anticipate that our marketing activities
will be very limited. In addition, our ability to generate revenues through our
website depends on continued growth in the use of the Internet and in the
acceptance and volume of commerce transactions on the Internet.

Our plan of operation is materially dependent on our ability to complete the
development of our website, obtain regulatory approval for our proposed
continuing education and certification programs, and raise additional capital to
market our website. If we raise additional capital or generate revenues, then we
expect that our expenses for the next twelve months will be approximately
$100,000. If we are unable to raise additional capital or generate revenues,
then we anticipate that our expenses for the next twelve months will be limited
to the day-to-day expenditures necessary to conduct business.




                                       8
<PAGE>




We are not currently conducting any research and development activities, other
than the development of our proposed continuing education programs. We do not
anticipate conducting any other such activities in the next twelve months. We do
not anticipate that we will purchase or sell any significant equipment in the
next six to twelve months unless we generate significant revenues.

We do not anticipate that we will hire any employees in the next six to twelve
months, unless we generate significant revenues. We believe our future success
depends in large part upon the continued service of our key personnel.

Item 7.  Financial Statements
-----------------------------





                             B Y & C MANAGEMENT, INC

                          Audited Financial Statements

                                  June 30, 2001
                                  -------------














                               Clyde Bailey, P.C.
                           Certified Public Accountant
                            10924 Vance Jackson #404
                            San Antonio, Texas 78230







                                       9
<PAGE>







Board of Directors
B Y & C Management, Inc.


                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------

I have audited the accompanying balance sheet of B Y & C Management, Inc.
(Company) as of June 30, 2001 and the related statement of operations, statement
of stockholders' equity, and the statement of cash flows for the years then
ended June 30, 2001 and 2000 and from April 28, 1998 (inception) to June 30,
2001. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these statements based
on my audit.

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

The Company is a development stage enterprise, as defined in Financial
Accounting Standards Board No. 7. The Company is devoting all of its present
efforts in securing and establishing a new business, and its planned principal
operations have not commenced, and, accordingly, no revenue has been derived
during the organizational period.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of June 30, 2000 and
the results of its operations for the years ended June 30, 2001 and 2000 in
conformity with generally accepted accounting principles.


                                    S/ Clyde Bailey
                                  Clyde Bailey
                           Certified Public Accountant

San Antonio, Texas
September 24, 2001






                                       10
<PAGE>



                             B Y & C Management Inc.
                        (A Development Stage Enterprise)
                                  Balance Sheet
                               As of June 30, 2001

<TABLE>
<CAPTION>
<S>                                                                   <C>                 <C>
                                   A S S E T S
                                   -----------
Current Assets
--------------
      Cash                                                     $          2,479

                                                              ------------------
             Total Current Assets                                                              2,479
                                                                                   ------------------
             Total Assets                                                           $          2,479
                                                                                   ==================


                              L I A B I L I T I E S
                              ---------------------
Current Liabilities
-------------------
      Advances from Officers                                             14,655
                                                              ------------------

             Total Current Liabilities                                                        14,655
                                                                                   ------------------
             Total Liabilities                                                                14,655

      Commitments and Contingencies                                                                -


                      S T O C K H O L D E R S ' E Q U I T Y
                      -------------------------------------

Preferred Stock                                                                                    -
    50,000,000 authorized shares, par value $.001
    no shares issued and outstanding

Common Stock                                                                                   7,035
    100,000,000 authorized shares, par value $.001
    7,035,000 shares and outstanding

Additional Paid-in-Capital                                                                    84,915
Accumulated Deficit                                                                         (104,126)
                                                                                   ------------------
             Total Stockholders' Equity (Deficit)                                            (12,176)
                                                                                   ------------------
             Total Liabilities and Stockholders' Equity                             $          2,479
                                                                                   ==================
</TABLE>





 The accompanying notes are integral part of consolidated financial statements.




                                       11
<PAGE>





                             B Y & C Management Inc.
                        (A Development Stage Enterprise)
                             Statement of Operations



<TABLE>
<CAPTION>
                                                         ------------------------------------     ------------------
                                                                 For the Year Ended                 From 4/28/98
                                                                                                      (Inception)
                                                                       June 30                         to June 30
                                                         ------------------------------------     ------------------
                                                               2001               2000                  2001
                                                         -----------------  -----------------     ------------------
<S>                                                             <C>                <C>                    <C>
Revenues:
---------
      Continuing education fees
      Membership dues                                                   -                  -                      -
                                                         -----------------  -----------------     ------------------
           Total Revenues                                 $             -    $             -       $              -

Expenses:
---------
      Consulting Services                                          28,000              2,350                 84,226
      Depreciation Expense                                              -              1,073                  5,362
      Professional Fees                                            65,856                  -                104,941
      Operating Expenses                                            3,571              9,122                 26,688
                                                         -----------------  -----------------     ------------------
           Total Expenses                                          97,427             12,545                221,217

           Net Income (Loss) from Operations              $       (97,427)   $       (12,545)      $       (221,217)

Other Income and Expenses:
--------------------------
      Other commission income                                           -                  -                126,000
      Loss on Sale of Auto                                              -            (10,986)               (10,986)
      Gain on Sale of Investments                                       -              2,077                  2,077
                                                         -----------------  -----------------     ------------------
           Loss before Income Taxes                               (97,427)           (21,454)              (104,126)

Provision for Income Taxes:
---------------------------
      Income Tax Benefit                                                -                  -                      -
                                                         -----------------  -----------------     ------------------
           Net Income (Loss)                              $       (97,427)   $       (21,454)      $       (104,126)
                                                         =================  =================     ==================

Basic and Diluted Loss Per Common Share                             (0.01)             (0.00)                 (0.01)
                                                         -----------------  -----------------     ------------------
Weighted Average number of Common Shares                        7,021,250          6,950,000              6,972,500
                                                         =================  =================     ==================
      used in per share calculations
</TABLE>





 The accompanying notes are integral part of consolidated financial statements.




                                       12
<PAGE>




                             B Y & C Management Inc.
                        Statement of Stockholders' Equity
                               As of June 30, 2001



<TABLE>
<CAPTION>
                                                    $0.001         Paid-In       Accumulated   Stockholders'
                                    Shares        Par Value        Capital         Deficit        Equity
                                 --------------  -------------  --------------  -------------- --------------
<S>                                    <C>            <C>             <C>             <C>            <C>
   Balance, April 28, 1998
   (Inception)                               -    $         -    $          -    $         -    $          -

   Stock Issuance *                  6,950,000          6,950               -                          6,950

   Net Income  (Loss)                                                                  61,670         61,670
                                 --------------  -------------  --------------  -------------- --------------

   Balance, June 30, 1998            6,950,000          6,950               -          61,670         68,620

   Net Income  (Loss)                                                                 (46,915)       (46,915)
                                 --------------  -------------  --------------  -------------- --------------
   Balance, June 30, 1999            6,950,000          6,950               -          14,755         21,705

   Net Income  (Loss)                                                                 (21,454)       (21,454)
                                 --------------  -------------  --------------  -------------- --------------

    Balance June 30, 2000            6,950,000          6,950                          (6,699)           251

   Shares Issued for Cash               65,000             65          64,935                         65,000

   Shares Issued for Services           20,000             20          19,980                         20,000

   Net Income  (Loss)                                                                 (97,427)       (97,427)
                                 --------------  -------------  --------------  -------------- --------------
   Balance June 30, 2001             7,035,000    $     7,035    $     84,915    $   (104,126)  $    (12,176)
                                 ==============  =============  ==============  ============== ==============
</TABLE>




    *   Retroactively Restated




 The accompanying notes are integral part of consolidated financial statements.







                                       13
<PAGE>









                             B Y & C Management Inc.
                      (A Developmental Stage enterprisse)
                             Statement of Cash Flows


<TABLE>
<CAPTION>
                                                            ---------------------------------------    -----------------
                                                                     For the Year Ended                    From 4/28/98
                                                                                                          (Inception)
                                                                           June 30                         to June 30
                                                            ---------------------------------------    -----------------
                                                                  2001                 2000                  2001
                                                            ------------------  -------------------    -----------------
<S>                                                                 <C>                 <C>                    <C>
Cash Flows from Operating Activities:
-------------------------------------
   Net Income (Loss)                                         $        (97,427)   $         (21,454)     $      (104,126)
                                                                                                 .
      Changes in operating assets and liabilities:
              Depreciation                                                  -                1,073                5,362
              Loss on Sale of Auto                                          -               10,986               10,986
              Gain on Sale of Investments                                   -               (2,077)              (2,077)
              Advance from Officers                                    14,655                                    14,655
              Stock issued for Services                                20,000                    -               26,950
                                                            ------------------  -------------------    -----------------
              Total Adjustments                                        34,655                9,982               55,876
                                                            ------------------  -------------------    -----------------
Net Cash (Used in) Provided From  Operating Activities       $        (62,772)   $         (11,472)     $       (48,250)


Cash Flows from Investing Activities:
-------------------------------------
      Sale of Auto                                                          -                5,100                5,100
      Purchase of Auto                                                                                          (21,448)
      Purchase of Investments                                                                                    (3,633)
      Investments (Purchased) Sold                                          -                5,710                5,710
                                                            ------------------  -------------------    -----------------
Net Cash Used in Investing Activities                        $              -    $          10,810      $       (14,271)
                                                            ------------------  -------------------    -----------------



Cash Flows from Financing Activities:
-------------------------------------
      Note Payable                                                          -                    -                    -
      Common Stock                                                     65,000                    -               65,000
                                                            ------------------  -------------------    -----------------
Net Cash Provided for Financing Activities                   $         65,000    $               -      $        65,000
                                                            ------------------  -------------------    -----------------

Net Increase (Decrease) in Cash                              $          2,228    $            (662)     $         2,479

Cash Balance,  Begin Period                                               251                  913                    -
                                                            ------------------  -------------------    -----------------
Cash Balance,  End Period                                    $          2,479    $             251      $         2,479
                                                            ==================  ===================    =================

Supplemental Disclosures:
      Cash Paid for interest                                 $             -     $              -       $              -
      Cash Paid for income taxes                             $             -     $              -       $              -
      Stock Issued for Services                              $        20,000     $              -       $         26,950
</TABLE>






 The accompanying notes are integral part of consolidated financial statements.



                                       14
<PAGE>






                            B Y & C Management, Inc.
                          Notes to Financial Statements

Note 1  -  Summary of Significant Accounting Policies
-----------------------------------------------------

Organization
------------
B Y & C Management, Inc. ("the Company") was incorporated under the laws of the
State of Florida on April 28, 1998 for the purpose to promote and carry on any
lawful business for which a corporation may be incorporated under the laws of
the State of Florida. The company has a total of 100,000,000 authorized common
shares with a par value of $.001 per share and with 6,950,000 common shares
issued and outstanding as of June 30, 2001. The Company has a total of
50,000,000 authorized shares of preferred stock with a par value of $.001 and no
shares are outstanding. On June 27, 2000, the Company filed a Certificate of
Amendment to the Articles of Incorporation with the Florida Corporation
Commission to increase the authorized common shares to 100,000,000, authorize
50,000,000 in preferred shares, and change the par value to $.001. The Company
has been mostly inactive since inception and has little or no operating revenues
or expenses.

Development Stage Enterprise
----------------------------

The Company is a development stage enterprise, as defined in Financial
Accounting Standards Board No. 7. The Company is devoting all of its present
efforts in securing and establishing a new business, and its planned principal
operations have not commenced, and, accordingly, no revenue has been derived
during the organizational period other than the initial revenue of $126,000.

Fixed Assets
------------
The Company has no fixed assets at this time. The Company did own an automobile
that was purchased in June 1998. The automobile was depreciated over a five year
life and sold to a related party in September 1999.

Federal Income Tax
------------------
The Company has adopted the provisions of Financial Accounting Standards Board
Statement No. 109, Accounting for Income Taxes. The Company accounts for income
taxes pursuant to the provisions of the Financial Accounting Standards Board
Statement No. 109, "Accounting for Income Taxes", which requires an asset and
liability approach to calculating deferred income taxes. The asset and liability
approach requires the recognition of deferred tax liabilities and assets for the
expected future tax consequences of temporary differences between the carrying
amounts and the tax basis of assets and liabilities. The Company has a net
operating loss carryover of $104,126 that will expire in 2020.

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






                                       15
<PAGE>






                            B Y & C Management, Inc.
                          Notes to Financial Statements


Note 1  -  Summary of Significant Accounting Policies (con't)
-------------------------------------------------------------

Accounting Method
-----------------
The Company's financial statements are prepared using the accrual method of
accounting. Revenues are recognized when earned and expenses when incurred.
Fixed assets are stated at cost. Depreciation and amortization using the
straight-line method for financial reporting purposes and accelerated methods
for income tax purposes. The Company recognizes income as earned per SAB 101.

Earnings per Common Share
-------------------------
The Company adopted Financial Accounting Standards (SFAS) No. 128, "Earnings Per
Share," which simplifies the computation of earnings per share requiring the
restatement of all prior periods.

Basic earnings per share are computed on the basis of the weighted average
number of common shares outstanding during each year.

Diluted earnings per share are computed on the basis of the weighted average
number of common shares and dilutive securities outstanding. Dilutive securities
having an anti-dilutive effect on diluted earnings per share are excluded from
the calculation.

Comprehensive Income
--------------------
Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting
Comprehensive Income," establishes standards for reporting and display of
comprehensive income, its components and accumulated balances. Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. Among other disclosures, SFAS
No.130 requires that all items that are required to be recognized under current
accounting standards as components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements. The Company does not have any assets requiring disclosure
of comprehensive income.

Segments of an Enterprise and Related Information
-------------------------------------------------
Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures about
Segments of an Enterprise and Related Information, supersedes SFAS No. 14,
"Financial Reporting for Segments of a Business Enterprise." SFAS 131
establishes standards for the way that public companies report information about
operating segments in annual financial statements and requires reporting of
selected information about operating segments in interim financial statements
issued to the public. It also establishes standards for disclosures regarding
products and services, geographic areas and major customers. SFAS 131 defines
operating segments as components of a company about which separate financial
information is available that is evaluated regularly by the chief operating
decision maker in deciding how to allocate resources and in assessing
performance. The Company has evaluated this SFAS and does not believe it is
applicable at this time.




                                       16
<PAGE>





                            B Y & C Management, Inc.
                          Notes to Financial Statements


Note 1  -  Summary of Significant Accounting Policies (con't)
-------------------------------------------------------------

Accounting for Derivative Instruments and Hedging Activities
------------------------------------------------------------

Statement of Financial Accounting Standards (SFAS) 133, "Accounting for
Derivative Instruments and Hedging Activities," establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, (collectively referred to as
derivatives) and for hedging activities. It requires that an entity recognize
all derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. If certain conditions are
met, a derivative may be specifically designated as (a) a hedge of the exposure
to changes in the fair value of a recognized asset or liability or an
unrecognized firm commitment, (b) a hedge of the exposure to variable cash flows
of a forecasted transaction, or (c) a hedge of the foreign currency exposure of
a net investment in a foreign operation, an unrecognized firm commitment, an
available-for sale security, or a foreign-currency-denominated forecasted
transaction. The Company adopted SFAS 133 and SFAS 138 in the first quarter of
fiscal 2001. Adoption of SFAS 133 and SFAS 138 did not materially impact the
Company's consolidated financial position, results of operations, or cash flows.

Accounting for Certain Transactions involving Stock Compensation
----------------------------------------------------------------

In March 2000, the Financial Accounting Standards Board issued FASB
Interpretation No. 44, "Accounting for Certain Transactions Involving Stock
Compensation" (FIN 44), which contains rules designed to clarify the application
of APB 25. FIN 44 will be effective on July 1, 2000 and the Company will adopt
it at that time. The Company believes the anticipated impact of adoption of FIN
44 will not be material to the earnings and financial position of the Company.

Revenue Recognition in Financial Statements
-------------------------------------------

In December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" (SAB
101), which clarifies certain existing accounting principles for the timing of
revenue recognition and its classification in the financial statements. The SEC
delayed the required implementation date of SAB 101 by issuing Staff Accounting
Bulletins No. 101A, "Amendment: Revenue Recognition in Financial Statements,"
and No. 101B, "Second Amendment: Revenue Recognition in Financial Statements,"
in March and June 2000, respectively. As a result, the SAB 101 will not be
effective for the Company until the quarter ending August 31, 2001. The Company
believes the adoption of SAB 101 will not be material to the earnings and
financial position of the Company.

Goodwill and Other Intangible Assets
------------------------------------

In July 2001, the Financial Accounting Standards Board issued Statements of
Financial Standards ("SFAS") No. 141, "Business Combinations" and No. 142,
"Goodwill and Other Intangible Assets". SFAS No. 141 established accounting and
reporting standards for business combinations and eliminates the
pooling-of-interests method of accounting for combinations for those
combinations initiated after July 1, 2001. SFAS No, 141 also includes new
criteria to recognize intangible assets separately from goodwill. SFAS No. 142
establishes the accounting and reporting standards from goodwill and intangible
lives. Goodwill and intangibles with indefinite lives will no longer be
amortized, but, alternatively will be reviewed periodically for






                                       17
<PAGE>





                            B Y & C Management, Inc.
                          Notes to Financial Statements

Note 1  -  Summary of Significant Accounting Policies (con't)
-------------------------------------------------------------

 indicators of impairment. Separate intangible assets that are not deemed to
have an indefinite life will continue to be amortized over their useful lives.
The Company does not anticipate that the adoption of SFAS No. 141 and SFAS No.
142 will have a significant effect on its results of operations or financial
position.

Reclassifications
-----------------

Certain reclassifications have been made to the prior year's financial
statements in order to conform to the current presentation.

Note 2  -  Common Stock
-----------------------

In April of 1998, a total of 6,950 shares of stock were issued for consulting
services to the founders of the Company. The stock was valued at $1.00 per share
by the Company's Board of Directors as being the value of services provided and
recorded as Consulting Services. On June 26, 2000, the Company approved a 1000/1
forward split of the common shares making the total shares outstanding as
6,950,000 as of June 30, 2000.

In August of 2000, the Company completed an offering that resulted in 65,000
shares of its common stock being sold for $65,000.

In November of 2000 the Company issued to Bruce Younker (a related party) 15,000
shares of consulting services.

Note 3 - Other Income and Expenses
----------------------------------

The Company earned was the negotiation and sale of land in Sarasota, Florida in
December 1998 and January 1999. A total of $116,000 was earned Fransico Ametller
(an unrelated party) from the sale of vacant land and $10,000 was earned from
Allen Investments (an unrelated party) on a shopping center lease in Sarasota,
Florida. The Company ceased any other real estate activity in January 1999.

The Company had acquired an automobile in June of 1998 for $21, 448. The
automobile was sold for $5,100 in September of 1999 which resulted in a loss of
$10,986.

Also, the Company had purchased 100 shares of stock from a Company by the name
of "VAR" in March of 1999. The price of the stock was at $36 per share. The
stock split three for one and sold in September of 1999 for $5,710 or $19.03 per
share through an unrelated broker which resulted in a gain of $2,077.

Note 4  -  Related Parties
--------------------------

The Company has related party transactions with Bruce Younker, (15,000 shares of
common being issued for consulting services) and Bob Younker and CJ Calvert
(Advances to Officers $14,655).




                                       18
<PAGE>





                            B Y & C Management, Inc.
                          Notes to Financial Statements


Note 5  -  Subsequent Events
----------------------------

On August 14, 2001, the Company approved a resolution to redeem and cancel
5,200,000 shares of its common stock making the total outstanding shares of
common stock of 1,835,000 as of August 14, 2001.

The Company approved a 4 to 1 forward split of the common stock effective at the
close of business August 15, 2001. The total outstanding shares of common stock
to be 7,340,000 outstanding as of August 15, 2001.

There were no other material subsequent events that have occurred since the
balance sheet date that warrants disclosure in these financial statements.




<PAGE>






Item 8.  Changes in and Disagreements with Accountants.
-------------------------------------------------------

There have been no changes in or disagreements with our accountants since our
formation required to be disclosed pursuant to Item 304 of Regulation S-B.



                                    PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons.
----------------------------------------------------------------------

Executive Officers and Directors. We are dependent on the efforts and abilities
of certain of our senior management. The interruption of the services of key
management could have a material adverse effect on our operations, profits and
future development, if suitable replacements are not promptly obtained. We have
not entered into employment agreements with any of our key executives. We cannot
guaranty that each executive will remain with us. In addition, our success
depends, in part, upon our ability to attract and retain other talented
personnel. Although we believe that our relations with our personnel are good
and that we will continue to be successful in attracting and retaining qualified
personnel, we cannot guaranty that we will be able to continue to do so. Our
officers and directors will hold office until their resignation or removal.

The following table sets forth information regarding our executive officers and
directors as well as other key members of our management.

======================== =============== ======================================
Name                          Age        Position
------------------------ --------------- --------------------------------------
Robert A. Younker              57        President and a Director
------------------------ --------------- --------------------------------------
Carol Jean Gehlke              48        Secretary, Treasurer and a Director
------------------------ --------------- --------------------------------------
Calvin K. Mees                 40        Director
======================== =============== ======================================

Robert A. Younker. Mr. Younker has been the President and one of our directors
since our inception. Mr. Younker is responsible for management of our day-to-day
operations. Since 1997, Mr. Younker has managed the commercial division of REMAX
Real Estate in Newport Beach. From 1996 to 1997, Mr. Younker worked as a real
estate investment sales agent for Marcus & Millichap, Inc., in Miami and Fort
Lauderdale, Florida. Mr. Younker has been involved in the real estate industry
for approximately 28 years and has possessed a California Real Estate
Salesperson license since 1978. Mr. Younker also currently serves as managing
member of Laguna Capital Group, LLC, a California limited liability company,
which provides management consulting services to start-up companies. Mr. Younker
is not an officer or a director of any other reporting company.

Carol Jean Gehlke. Ms. Gehlke has been the Secretary, Treasurer and one of our
directors since our inception. Ms. Gehlke is responsible for day-to-day
operations as well as our sales and marketing activities. Since 1986, Ms. Gehlke
has been the Chief Executive Officer of REO Nationwide Outsource Services, which
manages a network of real estate agents who process and liquidate real estate
owned (REO) properties for lenders and servicers nationally. Ms. Gehlke has
extensive experience in the real estate industry and possesses a California Real
Estate Salesperson license since 1980. Ms. Gehlke graduated from the University
of California, Irvine with a Bachelor of Arts in urban planning in 1975. Ms.
Gehlke is not an officer or a director of any other reporting company.




                                       19
<PAGE>




Calvin K. Mees. Mr. Mees has been one of our directors since our inception. Mr.
Mees has been self-employed as a small business financial consultant since March
1996. Mr. Mees was a securities broker and account executive with Lew Lieber
Baum & Company from April 1994 through March 1996, and held a Series 7 general
securities representative license until March 1996. Mr. Mees is currently an
officer and a director of BisAssist, Inc., a Nevada corporation and a reporting
company.

There is no family relationship between any of our officers or directors. There
are no orders, judgments, or decrees of any governmental agency or
administrator, or of any court of competent jurisdiction, revoking or suspending
for cause any license, permit or other authority to engage in the securities
business or in the sale of a particular security or temporarily or permanently
restraining any of our officers or directors from engaging in or continuing any
conduct, practice or employment in connection with the purchase or sale of
securities, or convicting such person of any felony or misdemeanor involving a
security, or any aspect of the securities business or of theft or of any felony,
nor are any of the officers or directors of any corporation or entity affiliated
with us so enjoined.

Section 16(a) Beneficial Ownership Reporting Compliance. All of our officers,
directors, and principal shareholders have filed all reports required to be
filed by those persons on, respectively, a Form 3 (Initial Statement of
Beneficial Ownership of Securities), a Form 4 (Statement of Changes of
Beneficial Ownership of Securities), or a Form 5 (Annual Statement of Beneficial
Ownership of Securities).

Item 10.  Executive Compensation
--------------------------------

Any compensation received by our officers, directors, and management personnel
will be determined from time to time by our Board of Directors. Our officers,
directors, and management personnel will be reimbursed for any out-of-pocket
expenses incurred on our behalf.

Compensation of Officers and Directors. During fiscal year 2000, our chief
executive did not receive any compensation. As of June 30, 2001, none of our
officers or directors has been paid any compensation. We do not have any plans
for our officers or directors to be paid any compensation in the immediate
future.

Item 11. Security Ownership of Certain Beneficial Owners and Management.
------------------------------------------------------------------------

The following table sets forth certain information regarding the beneficial
ownership of our common stock as of September 27, 2001, by each person or entity
known by us to be the beneficial owner of more than 5% of the outstanding shares
of common stock, each of our directors and named executive officers, and all of
our directors and executive officers as a group.
<TABLE>
<CAPTION>
<S>                              <C>                                           <C>                             <C>
=================== ========================================== ====================================== ====================
Title of Class      Name of Beneficial Owner                        Amount of Beneficial Owner          Percent of Class
------------------- ------------------------------------------ -------------------------------------- --------------------
Common Stock        Robert Younker, President, Director                 4,000,000 shares                     54.49%
------------------- ------------------------------------------ -------------------------------------- --------------------
Common Stock        Carol Jean Gehlke, Secretary, Treasurer,            2,000,000 shares                     27.25%
                    Director
------------------- ------------------------------------------ -------------------------------------- --------------------
Common Stock        Calvin K. Mees, Director                            800,000 shares                       10.90%
------------------- ------------------------------------------ -------------------------------------- --------------------
Common Stock                                                        All directors and named executive         92.64%
                                                                       officers as a group
=================== ========================================== ====================================== ====================
</TABLE>

On August 7, 2001, our Board of Directors redeemed 5,200,000 shares of our
common stock owned by our officers and directors. Specifically, we redeemed
3,500,000 shares of common stock owned by Robert A. Younker, our president and
one of our directors, 1,500,000 shares of common stock owned by Carol Jean
Gehlke, our secretary, treasurer and one of our directors, and 200,000 shares of
common stock owned by Calvin Mees, one of our directors. On August 15, 2001, our
Board of Directors authorized a forward split of 4 to 1.

Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. In accordance with Securities and Exchange
Commission rules, shares of our common stock which may be acquired upon exercise
of stock options or warrants which are currently exercisable or which become
exercisable within 60 days of the date of the table are deemed beneficially
owned by the optionees. Subject to community property laws, where applicable,
the persons or entities named in the table above have sole voting and investment
power with respect to all shares of our common stock indicated as beneficially
owned by them.




                                       20
<PAGE>





Changes in Control. Our management is not aware of any arrangements which may
result in "changes in control" as that term is defined by the provisions of Item
403(c) of Regulation S-B.

Item 12.  Certain Relationships and Related Transactions.
---------------------------------------------------------

Related Party Transactions. There have been no related party transactions,
except for the following:

Robert A. Younker, our President and a director, currently provides office space
to us at no charge.

On November 7, 2000, we issued 15,000 shares of our common stock to Bruce
Younker, the brother of our President, in exchange for consulting services,
which were valued at $15,000. Mr. Younker has been involved in the real estate
industry for approximately 30 years and has possessed a real estate broker
license since 1970. Mr. Younker's expertise includes real estate development as
well real estate brokerage and property management. Those services provided by
Mr. Younker included the development of proposed continuing educations programs
as well as proposed content for our website. Mr. Younker does not have any
experience in developing or administering continuing education programs.
Currently, our website does not actually contain any real estate content because
we have not paid anyone to actually develop our website. We are not obligated to
continue nor do we intend to continue paying Mr. Younker for consulting services
in the future. We do not have a written consulting agreement with Mr. Younker.

In 1998, we paid $56,226 to Bruce Younker for consulting services, which were
valued at $56,226. Those services included real estate services that Mr. Younker
performed, which were necessary for us to earn the real estate commissions from
the sale of vacant land and the shopping center lease in Sarasota, Florida.

We also paid $4,500 to Mark Jacques, one of our shareholders, in exchange for
development of proposed continuing educations programs. Mr. Jacques does not
have any experience in developing or administering continuing education
programs.

With regard to any future related party transaction, we plan to fully disclose
any and all related party transactions, including, but not limited to, the
following:

          o    disclosing such transactions in prospectus' where required;
          o    disclose in any and all filings with the Securities and Exchange
               Commission, where required;
          o    obtain uninterested directors consent; and
          o    obtain shareholder consent where required.




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Item 13.  Exhibits and Reports on Form 8-K
------------------------------------------

(a) Exhibit No.
---------------

3.1                    Articles of Incorporation*
                       (Charter Document)

3.2                    Certificate of Amendment to Articles of Incorporation*
                       (Charter Document)

3.3                    Amended and Restated Bylaws*

*        Included in the registration statement on Form SB-2, Amendment No. 6
         filed on July 18, 2001.

(b) Reports on Form 8-K
-----------------------

None.




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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.

                  B Y & C Management, Inc.,
                  a Florida corporation

                  By:      /s/Robert Younker          September 27, 2001
                          ----------------------
                          Robert A. Younker
                  Its:    President and Director



In accordance with the Exchange Act, 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 Younker                           September 27, 2001
------------------------------------
Robert A. Younker
President and Director

/s/Robert Younker                            September 27, 2001
------------------------------------
Carol Jean Gehlke
Secretary, Treasurer, Director

 /s/Robert Younker                           September 27, 2001
------------------------------------
Calvin K. Mees
Director





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