UNITED STATES



SECURITIES AND EXCHANGE
COMMISSIONWashington D. C.
20549



FORM 10-QSB



(X) Quarterly report pursuant to
Section 13 or 15(d) of the  Securitiesand
Exchange  Act of 1934.



For the quarterly period ended March
31, 2001.



( ) Transition  report pursuant to
Section 13 or 15(d) of the ExchangeAct
for the transition period from  _________ to _________ .



Commission File Number:
333-34686



PR SPECIALISTS,
INC.(Exact name of registrant as
specified in charter)



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




6041 Pomegranate
LaneWoodland Hills, California
91367(Address of Principal Executive
Offices)



(818)
992-7999(Registrant's Telephone Number,
Including Area Code)



Check whether the registrant:  (1) has filed all reports
required to be filed by Section 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.



YES (x) NO ( )



Indicate the number of shares outstanding of each of the
issuer's classes of stock as of March 31, 2001.



5,034,000 Common Shares



Transitional Small Business Disclosure Format:



YES ( x ) NO ( )



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PR SPECIALISTS,
INC.INDEX TO FORM 10-QSB







PART I. FINANCIAL INFORMATION
PageItem 1. Financial Statements (unaudited)Balance Sheets as of March 31, 2001 and December
31, 2000
3Statements of Operations for the three months ended
March 31, 2001 and 2000, and the period March 21, 2000 (date of incorporation)
to March 31, 2001
4Statement of Stockholders' Equity for the three
months ended March 31, 2001
5Statements of Cash Flows for the three months ended
March 31, 2001 and 2000, and the period March 21, 2000 (date of incorporation)
to March 31, 2001
6Notes to Financial Statements
7Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations (including cautionary
statement)
9PART II.	OTHER INFORMATIONItem 1. Legal Proceedings
10Item 2. Changes in Securities
10Item 3. Defaults Upon Senior Securities
10Item 4. Submission of Matters to a Vote of Securities
Holders
11Item 5. Other Information
11Item 6. Exhibits and Reports on Form 8-K
11Signatures
11












































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PR SPECIALISTS,
INC.(A Development Stage Enterprise)



BALANCE SHEETS





ASSETS
March 31,
2001(unaudited)

December 31, 2000CURRENT ASSETS-Cash and cash equivalents
$    49,599

$     59,269TOTAL
$    49,599

$     59,269LIABILITIES AND STOCKHOLDERS’
EQUITYCURRENT LIABILITIES - Advances from stockholder
$         388

$       5,792STOCKHOLDERS’ DEFICIT: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
5,034

5,034Additional paid-in capital
1,068,850

1,052,600Deficit accumulated during the
development stage
(1,024,673)

(1,004,157)Total
Stockholders’ Equity
49,211

53,477TOTAL
$    49,599

$     59,269




SEE NOTES TO FINANCIAL STATEMENTS.











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PR SPECIALISTS,
INC.(A Development Stage Enterprise)



STATEMENTS OF
OPERATIONS(Unaudited)





For the three months ended March 31, 2001

For the three months ended March 31, 2000

For the Period March 21, 2000 (date of incorporation) to March
31, 2001REVENUE
$     1,290

$              -

$          13,430EXPENSES:Stock based compensation –       related party
-

900,000

900,000Stock based consulting fees
-

-

37,400Employee compensation
16,250

-

65,000Professional fees
4,820

1,500

17,022Marketing
-

-

8,950Office expenses
736

3,584

9,731Total expenses
21,806

905,084

1,038,103NET LOSS
$    (20,516)

$  (905,084)

$   (1,024,673)Net Loss Per Share-Basic and Diluted
$        (.00)

$         (.20)

$            (.20)Weighted Average Number of     Shares Outstanding
5,034,000

4,500,000

5,034,000




SEE NOTES TO FINANCIAL
STATEMENTS





4











PR SPECIALISTS,
INC.(A Development Stage Enterprise)



STATEMENT OF STOCKHOLDERS'
EQUITYFor the three months ended March 31,
2001(Unaudited)



Common Stock


Additional Paid-In

Deficit Accumulated During the DevelopmentShares

Amount

Capital

Stage

TotalBalances, December 31, 2000

5,034,000

$  5,034

$1,052,600

$  (1,004,157)

$    53,477Contribution of services by    employee





16,250



16,250Net Loss







(20,516)

(20,516)Balances, March 31, 2001

5,034,000

$   5,034

$1,068,850

$  (1,024,673)

$     49,211






SEE NOTES TO FINANCIAL STATEMENTS.









































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PR SPECIALISTS,
INC.(A Development Stage Enterprise)



STATEMENTS OF CASH
FLOWS(Unaudited)







For the three months ended March 31, 2001

For the three months ended March 31, 2000

For the period March 21, 2000 (date of incorporation) to March
31, 2001Cash Flows From Operating Activities:Net loss

$      (20,516)

$      (905,084)

$     (1,024,673)Adjustments to reconcile net loss to net         cash used by operating
activities:Stock based compensation

-

904,500

900,000Stock based consulting fees

-

-

37,400Other non-cash expenses

-

-

1,500Non-cash compensation

16,250

-

65,000Net Cash Used In Operating Activities

(4,266)

(584)

(20,773)Cash Flows From Financing ActivitiesIssuance of common stock



584

69,400Increase (decrease) in       advances from stockholder

(5,404)

-

388Capital contribution from stockholder

-

-

584Net Cash (Used in) Provided by   Financing Activities

(5,404)

-

70,372Net Increase (decrease) In Cash and Cash         Equivalents

(9,670)

-

49,599Cash and Cash Equivalents at Beginning      of Period

59,269

-

-Cash and Cash Equivalents at End of      Period

$     49,599

$                  -

$             49,599Supplemental disclosure of cash flow   information:Cash Paid For:Interest

$                  0

$                  0

$                  0Income Taxes

$                  0

$                  0

$                  0






SEE NOTES TO FINANCIAL STATEMENTS.













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PR SPECIALISTS,
INC.NOTES TO FINANCIAL
STATEMENTS(Unaudited)



NOTE A - FORMATION AND OPERATIONS OF THE COMPANY



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.



#### BASIS OF
PRESENTATION



Our accompanying unaudited financial statements have
been prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and the instructions
to Form 10-QSB and Rule 10-1 of Regulation S-X of the Securities and Exchange
Commission  (the "SEC").  Accordingly, these financial statements do not include
all of the footnotes required by generally accepted accounting principles. In
our opinion, all adjustments (consisting of normal and recurring adjustments)
considered   necessary for a fair presentation have been included.  Operating
results for the three months ended March 31, 2001 are not necessarily indicative
of the results that may be expected for the year ended December 31, 2001. The
accompanying financial statements and the notes thereto should be read in
conjunction with our audited financial statements as of and for the year ended
December 31, 2000 contained in our Form 10-KSB.



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 our 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



7







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 March 31, 2001, we recognized $65,000 of employee compensation.  We believe
this amount represents the fair value of services provided to us by our
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 were reflected as increases in
additional paid-in capital.



Our founding stockholders periodically advance funds to
us.  These advances, which have a remaining balance of approximately $388 as of
March 31, 2001, 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 March 31, 2001, 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.







8







At March 31, 2001, we had a net operating loss
carryforward of approximately $20,800 for income tax purposes.  The carryforward
will be available to offset future taxable income through the period ended March
31, 2021. 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 have been no common
equivalent shares outstanding since our inception; accordingly basic and diluted
net loss per share are identical for each of the periods in the accompanying
statements of operations.



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 March 31, 2001, we have issued approximately 534,000
shares of our common stock under this offering.  The offering is scheduled to
close in August of 2001.



Item 2.



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



The following discussion and analysis should be read in
conjunction with the balance sheet as of December 31, 2000 and the financial
statements as of and for the three months ended March 31, 2001 and 2000 included
with this Form 10-QSB.



We are considered to be in the development stage as
defined in Financial Accounting Standards Board Statement No. 7.  With the
exception of certain cash, which arose substantially from sales of our common
stock, we have no assets.  In addition, since our inception, we have only
generated $13,430 of revenues (approximately $9,000 of which resulted from
barter transactions which did not result in us receiving cash for our services).



For the three months ended March 31, 2001 and 2000,
respectively, we generated revenues of $1,290 and $0, and incurred respective
net losses of $20,516 and $905,084 (of which $16,250 and $900,000 arose from
non-cash employee compensation and stock based compensation).



The expenses we have incurred to date are primarily from
our efforts to establish clients and expand our business operations.  Because we
do not plan to incur any significant expenditures until and unless we are able
to raise funds through our public offering, we believe



9





we have adequate cash to maintain our operations for the
next year.  However, in order for us to proceed with our business plan, we need
to raise additional equity of at least $50,000.  This amount, coupled with our
cash on hand as of March 3,1 2001 would allow us to meet our projected
expenditures for the twelve month period following the close of the offering.
These   expenditures will be used principally for web site development,
recruiting employees and payroll. Through the date of this 10-QSB, we have sold
347,000 shares of our offering, which sales have resulted in proceeds to us of
approximately $69,000.



Readers   are   referred   to the   cautionary
statement, which addresses forward-looking statements.



CAUTIONARY STATEMENT



This Form 10-QSB, press releases and certain information
provided  periodically in writing or orally by our  officers  or our 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-QSB  and in other
places,  particularly,  Management's Discussion and Analysis or Results of
Operations,  and include statements regarding the intent, belief or current
expectations us, our directors or our officers  with respect to, among other
things:  (i) our  liquidity  and capital resources;  (ii) our  financing
opportunities  and plans and (iii) our  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,  the  following:  (i) any  material  inability of us to successfully
internally  develop  our  products;  (ii) any  adverse  effect  or limitations
caused by Governmental regulations;  (iii) any adverse effect on our positive
cash flow and abilities to obtain  acceptable  financing in connection with our
growth  plans;  (iv) any  increased  competition  in business;  (v) any
inability of us to  successfully  conduct our business in new markets;  and (vi)
other risks  including  those  identified in our filings with the Securities and
Exchange Commission. We undertake no obligation to publicly update or revise the
forward  looking  statements  made in this  Form  10-QSB  to  reflect  events or
circumstances after the date of this Form 10-QSB or to reflect the occurrence of
unanticipated events.

PART II. - OTHER
INFORMATION



Item 1. Legal Proceedings



NONE



Item 2. Changes in Securities



NONE



Item 3. Defaults Upon Senior Securities



NONE







10





Item 4. Submission of Matters to a Vote of Securities
Holders



NONE



Item 5. Other Information



NONE



Item 6. Exhibits and Reports on Form 8-K



NONE



SIGNATURES



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



SIGNATURE
TITLE
DATE/s/ Bryan Eggers
Director, Chief Accounting Officer
May 14, 2001
































































11