<PAGE>

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

                               Amendment No. 1 to
                                  FORM 10-QSB/A


 Quarterly Report Pursuant to Section 13 or 15(D) of The Securities Act of 1934

                  For the quarterly period ended: September 30, 2003
                        Commission file number: 000-32249

                          CYBER PUBLIC RELATIONS, INC.
        (Exact name of small business issuer as specified in its charter)

             Florida                                      98-0222013
(State or other jurisdiction of                (IRS Employee Identification No.)
 incorporation or organization)

                      8260 Ryan Road, Richmond, BC, V7A 2E5
                    (Address of principal executive offices)

                                 (604) 277-2816
                           (Issuer's telephone number)

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 and 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
common stock, as of the latest practicable date:

     Common Stock, $0.001 par value                    2,199,000
                (Class)                   (Outstanding as of November 14, 2003)





<PAGE>

                          CYBER PUBLIC RELATIONS, INC.
                                   FORM 10-QSB
                                      INDEX

                                                                            Page
                                                                            ----
Part I - FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets........................................F-3

Condensed Consolidated Statements of Losses..................................F-4

Condensed Consolidated Statement of Deficiency in Stockholders Equity........F-5

Condensed Consolidated Statements of Cash Flows..............................F-7

Notes to Unaudited Condensed Consolidated Financial Information..............F-8

Item 2   Management's Discussion and Analysis or Plan of Operation.............3

Item 3   Controls and Procedures...............................................9

Part II  OTHER INFORMATION

Item 1 Legal Proceedings......................................................10

Item 2 Changes in Securities..................................................10

Item 3 Defaults Upon Senior Securities........................................10

Item 4 Submission of Matters to a vote of Security holders....................10

Item 5 Other Information......................................................10

Item 6   Exhibits and Reports on Form 8-K.....................................10

Signatures....................................................................10

Certifications................................................................11

                                       2





<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                              FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2003

                       FORMING A PART OF QUARTERLY REPORT
                 PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934

                           CYBER PUBLIC RELATIONS INC.

                                      F-1





<PAGE>

                           CYBER PUBLIC RELATIONS INC.

                          INDEX TO FINANCIAL STATEMENTS

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

                                                                        PAGE NO.
                                                                        --------

Condensed Consolidated Balance Sheets at September 30, 2003 and
December 31, 2002                                                         F-3

Condensed Consolidated Statement of Losses for the three months
September 30, 2003, six months ended September 30, 2003 and the period
June 28, 1998 (Date of Inception) through September 30, 2003.             F-4

Condensed Consolidated Statement of Deficiency in Stockholders' Equity
for the period June 28, 1998 (Date of Inception) through September 30,
2003                                                                   F-5 , F-6

Condensed Statement of Cash Flows for the three months ended September
30, 2003, six months ended September 30, 2003 and the period June 28,
1998 (Date of Inception) through September 30, 2003. F-7 Notes to
Financial Statements                                                 F-8 to F-12

                                      F-2





<PAGE>
<TABLE>

                                CYBER PUBLIC RELATIONS INC.

                               (A DEVELOPMENT STAGE COMPANY)
                           CONDENSED CONSOLIDATED BALANCE SHEETS

<CAPTION>

                                                          SEPTEMBER 30,    DECEMBER 31,
                                                              2003             2002
                                                              ----             ----
                                                          (UNAUDITED)       (AUDITED)
                                     ASSETS
<S>                                                          <C>            <C>
Current Assets:
     Cash and equivalents                                    $ 12,477       $ 12,565

           TOTAL CURRENT ASSETS                              $ 12,477       $ 12,565

TOTAL ASSETS                                                 $ 12,477       $ 12,565
                                                             =========      =========
      LIABILITIES AND DEFICIENCY IN
            STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable and accrued liabilities                     $ 13,209       $ 12,029
Officer Advances                                                9,054          6,726
                                                             ---------      ---------
        TOTAL CURRENT LIABILITIES                              22,263         18,755

LONG TERM DEBT                                                 35,000         35,000

COMMITMENTS AND CONTINGENCIES

DEFICIENCY IN STOCKHOLDERS' EQUITY
Preferred Stock, $001 par value per share;
10,000,000 shares authorized, none issued
and outstanding at September 30, 2003 and
December 31, 2002                                                  --             --
Common Stock, $.001 par value per share, 100,000,000
shares authorized, 2,199,000 shares issued and
outstanding at September 30, 2003 and December 31, 2002
respectively                                                    2,199          2,199
Additional paid in capital                                     19,791         19,791
Deficit accumulated during development stage                  (66,776)       (63,180)
                                                             ---------      ---------
       Deficiency in stockholder's equity                     (44,786)       (41,190)
                                                             ---------      ---------
                                                             $ 12,477       $ 12,565
                                                             =========      =========
</TABLE>

                     (See accompanying notes to financial statements)

                                           F-3





<PAGE>
<TABLE>

                                                    CYBER PUBLIC RELATIONS INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                            CONDENSED CONSOLIDATED STATEMENT OF LOSSES
                                                            ( UNAUDITED )
<CAPTION>

                                                                                                                  For the
                                                                                                              period June 28,
                                        For three       For three          For nine          For nine          1998 (Date of
                                      months ended     months ended      months ended      months ended        Inception) to
                                      September 30,    September 30,     September 30,     September 30,        September 30,
                                           2003            2002              2003              2002                 2003
                                           ----            ----              ----              ----                 ----

<S>                                     <C>               <C>               <C>               <C>               <C>
REVENUES:                                      --                --                --                --             6,336

Costs and expenses:
   General and administrative                  --       $    11,554             1,765            18,668            59,004
   Financial expenses                           8                --             1,831                --            14,108
                                      ------------      ------------      ------------      ------------      ------------
    TOTAL COSTS AND EXPENSES                    8            11,554             3,596            18,668            66,776

Other income :
Exchange Gain                                  --                --                --                --                --

Loss before Taxes                              (8)          (11,554)           (3,596)          (18,668)          (66,776)

Loss from operations
Income (taxes) benefit                         --            (2,830)               --            (5,952)               --
                                      ------------      ------------      ------------      ------------      ------------
Net loss                                       (8)          (14,384)           (3,596)          (24,630)          (66,776)
                                      ============      ============      ============      ============      ============

Loss per common share (basic and
assuming dilution)                          (0.00)            (0.00)            (0.00)            (0.00)            (0.00)
                                      ============      ============      ============      ============      ============

Weighted average shares
outstanding                             2,199,000         2,199,000         2,199,000         2,199,000         2,199,000
                                      ============      ============      ============      ============      ============

                                         (See accompanying notes to financial statements)
</TABLE>
                                                                F-4





<PAGE>

<TABLE>

                                                   CYBER PUBLIC RELATIONS, INC.
                                                   (A DEVELOPMENT STAGE COMPANY)
                                   CONSOLIDATED STATEMENT OF DEFICIENCY IN STOCKHOLDERS' EQUITY
                            FOR THE PERIOD JUNE 28, 1998 (DATE OF INCEPTION) THROUGH SEPTEMBER 30, 2003

<CAPTION>

                                                                                         Additional
                                    Preferred  Preferred                       Common      Paid in     Accumulated
                                      Stock   stock Amount   Common shares  stock Amount   Capital       Deficit       Total
                                      -----   ------------   -------------  ------------   -------       -------       -----
<S>                                    <C>            <C>     <C>              <C>         <C>          <C>             <C>
Common shares issued on July
5, 1998 in exchange of
services rendered valued at $
0.01 per share                         -              -       2,000,000        2,000       18,000              -        20,000
Common shares issued on
October 20, 1998 in exchange
for debt valued at $ 0.01 per
share                                  -              -          25,000           25          225              -           250
Common shares issued on
October 20, 1998 for cash at
$ 0.01 per share                       -              -          24,000           24          216              -           240

Net Loss                               -              -               -            -            -        (20,659)      (20,659)

Balance at December 31, 1998           -              -       2,049,000        2,049       18,441        (20,659)          (79)

Net income                             -              -               -            -            -          1,367         1,367

Balance at December 31, 1999           -              -       2,049,000        2,049       18,441        (19,202)        1,288

Common shares issued on
October 10, 2000 in exchange
for services rendered valued
at $ 0.01 per share.                   -              -         150,000          150        1,350              -         1,500

Net Loss                               -              -               -            -            -         (1,391)       (1,391)

Balance at December 31, 2000           -              -       2,199,000        2,199       19,791        (20,593)        1,397

Net Loss                               -              -               -            -            -         (7,813)       (7,813)

Balance at December 31, 2001           -              -       2,199,000        2,199       19,791        (28,406)       (6,416)

Net Loss                               -              -               -            -            -        (34,774)      (34,774)

Balance at December 31, 2002           -              -       2,199,000        2,199       19,791        (63,180)      (41,190)

Net Loss for nine months
ended September 30, 2003               -              -               -            -            -         (3,596)       (3,596)
                                                              2,199,000        2,199       19,791        (66,776)      (44,786)

                                         (See accompanying notes to financial statements)
</TABLE>
                                                               F-5





<PAGE>
<TABLE>

                                          CYBER PUBLIC RELATIONS INC.
                                         (A DEVELOPMENT STAGE COMPANY)
                                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>

                                                              For six        For six     For the period June
                                                            months ended   months ended   28, 1998 (Date of
                                                           September 30,  September 30,   Inception) through
                                                                2003           2002       September 30, 2003

<S>                                                         <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss                                                    $  (3,596)      $ (24,620)      $ (66,776)
Adjustments to reconcile Net loss to Net cash provided
by Operating activities :
Common stock issued for services rendered                          --              --          21,500
Common stock issued in exchange for debt                           --              --             250
CHANGES IN ASSETS AND LIABILITIES
Prepaid expenses and Other assets
Accounts payable and accrued liabilities                        2,466           6,543          14,495
Officer advances                                               (1,926)                         (1,926)
NET CASH USED IN  OPERATING ACTIVITIES                         (1,130)        (18,077)        (32,457)

CASH PROVIDED (USED) BY FINANCING ACTIVITIES
Proceeds from loans                                                --         115,000          35,000
Issuance of common stock                                           --              --             240
Advance from officer                                            1,042          (3,367)          9,694
                                                            ----------      ----------      ----------
NET CASH PROVIDED IN FINANCING ACTIVITIES                       1,042         111,633          44,934
                                                            ----------      ----------      ----------

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                  (88)         93,556          12,477
Cash and cash equivalents, beginning of year / period          12,565             256              --
                                                            ----------      ----------      ----------
Cash and cash equivalents, end of the year / period            12,477          93,812          12,477
                                                            ==========      ==========      ==========

SUPPLEMENTAL INFORMATION:
Cash paid during the period for interest                           --              --              --
Cash paid during the period for taxes                              --              --              --

NON CASH DISCLOSURES :
Common stock issued for services                                   --              --          21,500
Common stock converted into notes payable                          --              --             250

                               (See accompanying notes to financial statements)
</TABLE>
                                                     F-6





<PAGE>

                           CYBER PUBLIC RELATIONS INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  ( UNAUDITED )

NOTE -SUMMARY OF ACCOUNTING POLICIES

GENERAL
-------

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions to Form 10QSB. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.

In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Accordingly, the results from operations for the six months period ended
September 30, 2003, are not necessarily indicative of the results that may
expected for the year ending December 31, 2003. The unaudited condensed
financial statements should be read in conjunction with the December 31, 2002
financial statements and footnotes thereto included in the Company's SEC Form
10-KSB.

BUSINESS AND BASIS OF PRESENTATION
----------------------------------

Cyber Public Relations Inc. ("Company") was formed on June 28, 1998 under the
laws of the state of Florida. The Company is a development stage enterprise, as
defined by Statement of Financial Accounting Standards No. 7 ("SFAS No. 7") and
its efforts have been principally devoted to seeking profitable business
opportunities. . From its inception through the date of these financial
statements the Company has recognized limited revenues and has incurred
significant operating expenses. Consequently, its operations are subject to all
risks inherent in the establishment of a new business enterprise. For the period
from inception through September 30, 2003, the Company has accumulated losses of
$66,776.

RECLASSIFICATION
----------------

Certain prior period amounts have been reclassified for comparative purposes.

NEW ACCOUNTING PRONOUNCEMENTS
-----------------------------

Effective January 1, 2002, the Company adopted SFAS No.142. Under the new rules,
the Company will no longer amortize goodwill and other intangible assets with
definitive lives, but such assets will be subject to periodic testing for
impairment. On an annual basis, and when there is reason to suspect that their
values have been diminished or impaired, these assets must be tested for
impairment, and write downs to be included in results from operations may be
necessary. SFAS No.142 also requires the Company to complete a transitional
goodwill impairment test six months from the date of adoption. Any goodwill

impairment loss recognized as a result of the transitional goodwill impairment
test is recorded as a cumulative effect of a change in accounting principle. The
adoption of SFAS 142 had no material impact on the Company's condensed financial
statements.

                                      F-7





<PAGE>

                           CYBER PUBLIC RELATIONS INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  ( UNAUDITED )

NEW ACCOUNTING PRONOUNCEMENTS ( CONTINUED )

SFAS No. 143 establishes accounting standards for the recognition and
measurement of an asset retirement obligation and its associated asset
retirement cost. It also provides accounting guidance for legal obligations
associated with the retirement of tangible long-lived assets. SFAS No. 143 is
effective in fiscal years beginning after June 15, 2002, with early adoption
permitted. The Company expects that the provisions of SFAS No. 143 will not have
a material impact on its consolidated results of operations and financial
position upon adoption. The Company plans to adopt SFAS No. 143 effective
January 1, 2003.

SFAS No. 144 establishes a single accounting model for the impairment or
disposal of long-lived assets, including discontinued operations. SFAS No. 144
superseded Statement of Financial Accounting Standards No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
(SFAS No. 121), and APB Opinion No. 30, "Reporting the Results of Operations -
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions". The Company adopted
SFAS No. 144 effective January 1, 2002. The adoption of SFAS No. 144 had no
material impact on Company's consolidated financial statements.

In April 2002, the FASB issued Statement No. 145, "Rescission of FASB Statements
No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections." This Statement rescinds FASB Statement No. 4, "Reporting Gains and
Losses from Extinguishment of Debt", and an amendment of that Statement, FASB
Statement No. 64, "Extinguishments of Debt Made to Satisfy Sinking-Fund
Requirements" and FASB Statement No. 44, "Accounting for Intangible Assets of
Motor Carriers". This Statement amends FASB Statement No. 13, "Accounting for
Leases", to eliminate an inconsistency between the required accounting for
sale-leaseback transactions and the required accounting for certain lease
modifications that have economic effects that a similar to sale-leaseback
transactions. The Company does not expect the adoption to have a material impact
to the Company's financial position or results of operations.

In June 2002, the FASB issued Statement No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." This Statement addresses financial
accounting and reporting for costs associated with exit or disposal activities
and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)." The provisions
of this Statement are effective for exit or disposal activities that are
initiated after December 31, 2002, with early application encouraged. The
Company does not expect the adoption to have a material impact to the Company's
financial position or results of operations.

                                      F-8





<PAGE>

                           CYBER PUBLIC RELATIONS INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  ( UNAUDITED )

NEW ACCOUNTING PRONOUNCEMENTS ( CONTINUED )

In October 2002, the FASB issued Statement No. 147, "Acquisitions of Certain
Financial Institutions-an amendment of FASB Statements No. 72 and 144 and FASB
Interpretation No. 9", which removes acquisitions of financial institutions from
the scope of both Statement 72 and Interpretation 9 and requires that those
transactions be accounted for in accordance with Statements No. 141, Business
Combinations, and No. 142, Goodwill and Other Intangible Assets. In addition,
this Statement amends SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets, to include in its scope long-term customer relationship
intangible assets of financial institutions such as depositor- and
borrower-relationship intangible assets and credit cardholder intangible assets.
The requirements relating to acquisitions of financial institutions are
effective for acquisitions for which the date of acquisition is on or after
October 1, 2002. The provisions related to accounting for the impairment or
disposal of certain long-term customer-relationship intangible assets are
effective on October 1, 2002. The adoption of this Statement did not have a
material impact to the Company's financial position or results of operations as
the Company has not engaged in either of these activities.

In December 2002, the FASB issued Statement No. 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure", which amends FASB Statement No. 123,
Accounting for Stock-Based Compensation, to provide alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. In addition, this Statement amends the
disclosure requirements of Statement 123 to require prominent disclosures in
both annual and interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. The transition guidance and annual disclosure provisions of Statement
148 are effective for fiscal years ending after December 15, 2002, with earlier
application permitted in certain circumstances. The interim disclosure
provisions are effective for financial reports containing financial statements
for interim periods beginning after December 15, 2002. The adoption of this
statement did not have a material impact on the Company's financial position or
results of operations as the Company has not elected to change to the fair value
based method of accounting for stock-based employee compensation.

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities." Interpretation 46 changes the criteria by which one
company includes another entity in its consolidated financial statements.
Previously, the criteria were based on control through voting interest.
Interpretation 46 requires a variable interest entity to be consolidated by a
company if that company is subject to a majority of the risk of loss from the
variable interest entity's activities or entitled to receive a majority of the
entity's residual returns or both. A company that consolidates a variable
interest entity is called the primary beneficiary of that entity. The
consolidation requirements of Interpretation 46 apply immediately to variable
interest entities created after January 31, 2003. The consolidation requirements
apply to older entities in the first fiscal year or interim period beginning
after June 15, 2003. Certain of the disclosure requirements apply in all
financial statements issued after January 31, 2003, regardless of when the
variable interest entity was established. The Company does not expect the
adoption to have a material impact to the Company's financial position or
results of operations.

                                      F-9





<PAGE>

                           CYBER PUBLIC RELATIONS INC.
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                  ( UNAUDITED )

NEW ACCOUNTING PRONOUNCEMENTS ( CONTINUED )

In April 2003, the FASB issued Statement No.149, " Amendment of Statement of 133
on Derivative Instruments and Hedging Activities ", which amends Statement 133,
Accounting for Derivative Instruments and Hedging Activities. The adoption of
this statement did not have a material impact on the Company's financial
position.

In May 2003, the FASB issued Statement No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity. The
adoption of this statement did not have a material impact on the Company's
financial position.

                                      F-10





<PAGE>

ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

The following discussion should be read in conjunction with the Company's
Condensed Financial Statements and Notes thereto, included elsewhere within this
report.

The Company intends to rely on the expertise of its management to research the
market for information technology solutions. The Company continues its merchant
account agreement with PSIGate which enables it to process credit card
transactions via the Internet.

The company plans to continue to seek promotional and marketing opportunities
for its websites as it moves forward to develop its full e-commerce
capabilities.

For critical expenditures such as fees to keep SEC filings current and related
charges the company relies on advances from officers. It is impossible to
predict the amount of these expenditures. However, such amounts are not expected
to exceed $25,000 during the next twelve months.

It has been clear to the company that past funding has not been sufficient for
the launch of its operations, and that it must interest investors in one or more
secondary capital formation programs before it can launch operations. As a
result, the Company entered into two subordinated convertible notes in return
for $115,000. The Company anticipates these funds will be sufficient to complete
the product development stage of the Company's operations, and hopes to launch a
full marketing and promotion campaign within the next 12 months.

Results of Operations
---------------------

During the quarterly period covered by this Report, the Company received no
revenues from operations and incurred expenses of $1,612 stemming from general,
administrative and development expenses relating to the development of
additional websites and the expansion of the Company's core business.

The Company now owns and operates several fully functional online businesses,
including:

1.       www.searchcamel.com, a search engine website providing shopping,
         realtime stock quotes and other services;
2.       www.clickshoppingmall.com, a shopping mall website;
3.       www.shopcetera.com, a shopping mall website;
4.       www.takeofftravels.com, a discount travel agency website;
5.       www.faresavertravel.com; a discount travel agency website;
6.       www.royaldrugstore.com; a drugstore website;
7.       www.cprwebhosting.com; a webhosting services website; and
8.       www.galaxyblue.com; a website selling fashion jewellery over the
         internet.

                                       3





<PAGE>

The Company intends to round out its website properties by adding one or more
Spy Stores, Book Stores and traffic purchasing websites. In addition, the
Company also purchased several domain names (including www.americantravel.us,
www.usatravel.us, www.myclicktravel.com, www.shadowspystore.com, and
www.order-medicine.com.) from which additional websites will be developed.

The Company plans to sell these fully functional turnkey operations via the
internet through online auctions. The Company will also offer retail web hosting
and traffic to clients.

The Company's business model, therefore, gives the client the ability to
purchase the website, purchase the hosting, and purchase the traffic, entirely
through the Company. By offering all these products and services together, the
Company is able to provide the client with the ease and convenience of one stop
shopping for e-commerce business solutions; while at the same time, the Company
is able to generate a continuing revenue stream from ongoing monthly web hosting
services.

In addition to offering these complete webstore packages, the Company plans to
continue to offer personalized and customizable webpage designs and e-commerce
solutions to existing small and medium sized businesses.

The Company's homepage is www.cyberpublicrelationsinc.com.

Liquidity
---------

At September 30, 2003, the Company had total current assets of $12,478 and total
liabilities of $22,263. The Company's independent certified public accountants
have stated in their report included in the Company's December 31, 2002 Form
10-KSB, that the Company has incurred operating losses in the last two years,
and that the Company is dependent upon managements ability to develop profitable
operations. These factors among others may raise substantial doubt about the
Company's ability to continue as a going concern.

As of September 30, 2003, we had a working capital deficit of $9,786. As a
result of our operating losses from our inception through September 30, 2003, we
generated a cash flow deficit of $32,457 from operating activities.

While we have raised capital to meet our working capital and financing needs in
the past, additional financing is required in order to meet our current and
projected cash flow deficits from operations and development. We are seeking
financing in the form of equity in order to provide necessary working capital.
We currently have no commitments for financing. There is no guarantee that we
will be successful in raising the funds required.

                                       4





<PAGE>

By adjusting its operations and development to the level of capitalization,
management believes it has sufficient capital resources to meet projected cash
flow deficits through the next twelve months. However, if thereafter, we are not
successful in generating sufficient liquidity from operations or raising
sufficient capital resources, on terms acceptable to us, this could have a
material adverse effect on our business, results of operations, liquidity and
financial condition.

Product Research and Development
--------------------------------

We do not anticipate incurring any material research and development
expenditures during the next 12 months.

Acquisition of plant and Equipment and other assets
---------------------------------------------------

We do not anticipate the sale of any material property, plant or equipment
during the next 12 months. We do not anticipate the acquisition of any material
property plant or equipment during the next 12 months.

Number of Employees
-------------------

From our inception through period ended September 30, 2003, we have relied on
the services of outside consultants for services and had no employees. We do not
anticipate hiring employees during the next 12 months.

Discussion and Analysis of Financial Condition
----------------------------------------------

OPERATIONS AND RESULTS FOR THREE MONTHS ENDED SEPTEMBER 30, 2003. Activity
during the past quarter has been confined to testing the viability of the
Company's business model, the identification of markets, development of
products, and acquisition of complementary businesses.

FUTURE PROSPECTS: The Company is unable to predict when it may launch intended
operations, or failing to do so, when and if it may elect to participate in a
business acquisition opportunity. The reason for this uncertainty arises from
its limited resources, and competitive disadvantage to other public or
semi-public issuers. The Company expects to develop a capital formation strategy
and launch operations during the next twelve to eighteen months.

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

Factors That May Affect Future Results and Market Price of Stock.
-----------------------------------------------------------------

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

                                       5





<PAGE>

NO OPERATING HISTORY; POTENTIAL OF INCREASED EXPENSES.

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

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

POSSIBLE NEED FOR ADDITIONAL FINANCING.

It is possible that revenues from the Company's operations may not be sufficient
to finance its initial operating cost to reach breakeven. If this were to occur,
the Company would need to raise or find additional capital. While the Company
expects to be able to meet its financial obligations for approximately the next
twelve months, there is no assurance that, after such period, the Company will
be operating profitably. If they are not, there can be no assurance that any
required capital will be obtained on terms favorable to the Company. Failure to
obtain adequate additional capital on favorable terms could result in
significant delays in the expansion of new services and market share and could
even result in the substantial curtailment of existing operations and services
to clients.

UNPREDICTABILITY OF FUTURE REVENUES; POTENTIAL FLUCTUATIONS IN QUARTERLY
RESULTS.

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

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

                                       6





<PAGE>

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

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

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

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

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

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

DEPENDENCE ON KEY PERSONNEL.

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

                                       7





<PAGE>

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

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

DEPENDENCE ON CONTINUED GROWTH IN USE OF THE INTERNET.

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

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

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

RELIANCE ON OTHER THIRD PARTIES.

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

COMPETITION.

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

                                       8





<PAGE>

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

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

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

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

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

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

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

INTELLECTUAL PROPERTY RIGHTS.

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

Despite the Company's efforts to protect any intellectual property rights it may
have, unauthorized third parties, including competitors, may from time to time
copy or reverse-engineer certain portions of the Company's technology and use
such information to create competitive services and/or products.

It is possible that the scope, validity, and/or enforceability of the Company's
intellectual property rights could be challenged by other parties, including
competitors. The results of such challenges before administrative bodies or
courts depend on many factors which cannot be accurately assessed at this time.
Unfavorable decisions by such administrative bodies or courts could have a
negative impact on the Company's intellectual property rights. Any such
challenges, whether with or without merit, could be time consuming, result in
costly litigation and diversion of resources, and cause service or product
delays. If such events should occur, the Company's business, operating results
and financial condition could be materially adversely affected.

ITEM 3.  CONTROLS AND PROCEDURES

The registrant's Principal executive officers and principal financial officer,
based on their evaluation of the registrant's disclosure controls and procedures
(as defined in Rules 13a-14 ( c ) of the Securities Exchange Act of 1934) as of
September 30, 2003 have concluded that the registrants' disclosure controls and
procedures are adequate and effective to ensure that material information
relating to the registrants and their consolidated subsidiaries is recorded,
processed , summarized and reported within the time periods specified by the
SEC' s rules and forms, particularly during the period in which this quarterly
report has been prepared.

The registrants' principal executive officers and principal financial officer
have concluded that there were no significant changes in the registrants'
internal controls or in other factors that could significantly affect these
controls subsequent to February 28, 2003 the date of their most recent
evaluation of such controls, and that there was no significant deficiencies or
material weaknesses in the registrant's internal controls.

                                       9





<PAGE>

                           PART II: OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

None

ITEM 2.  CHANGES IN SECURITIES

None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None

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

None

ITEM 5.  OTHER INFORMATION

None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

         3.1      Articles of Incorporation of the Registrant*
         3.2      By-laws of the Registrant*
         99.1     Section 906 Certification of CEO
         99.2     Section 906 Certification of CFO

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

         *  Previously filed as an exhibit to the Company's Form 10-SB dated
            January 23, 2001

(b)      Reports on Form 8-K filed during the three months ended September 30,
         2003.

         No Current Reports on Form 8-K were filed during the three months ended
September 30, 2003

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Date:  November 14, 2003                            Cyber Public Relations, Inc.

                                                    /s/ Maria Trinh
                                                    ----------------------------
                                                    Maria Trinh
                                                    President

                                       10