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EXHIBIT 3.3.1


                                   CHARTER OF
                              THE AUDIT COMMITTEE
                           OF THE BOARD OF DIRECTORS
                        OF CYBER PUBLIC RELATIONS, INC.

         1. AUDIT COMMITTEE PURPOSE. The Audit Committee of the Board of
Directors of Cyber Public Relations, Inc., a Florida corporation (the "Company")
is appointed by the Board of Directors to assist the Board of Directors in
fulfilling its oversight responsibilities. The Audit Committee's primary duties
and responsibilities are to:

         (a)      Monitor the integrity of the Company's financial reporting
                  process.

         (b)      Provide systems of internal controls regarding finance,
                  accounting, and legal compliance.

         (c)      Monitor the independence and performance of the Company's
                  independent auditors.

         (d)      Provide an avenue of communication among the independent
                  auditors, management, and the Board of Directors.

         The Audit Committee has the authority to conduct any investigation
appropriate to fulfilling its responsibilities and it has direct access to the
independent auditors as well as anyone in the organization. The Audit Committee
has the ability to retain, at the Company's expense, special legal, accounting,
or other consultants or experts it deems necessary in the performance of its
duties.

         2. AUDIT COMMITTEE COMPOSITION AND MEETINGS. Audit Committee members
shall meet the requirements of the National Association of Securities Dealers
and the criteria set forth in the Appendix 1 attached hereto. The Audit
Committee shall be comprised of two or more directors as determined by the Board
of Directors, each of whom shall be independent nonexecutive directors, free
from any relationship that would interfere with the exercise of his independent
judgment. All members of the Audit Committee shall have a basic understanding of
finance and accounting and be able to read and understand fundamental financial
statements, and at least one member of the Audit Committee shall have accounting
or related financial management expertise.

         Audit Committee members shall be appointed by the Board of Directors on
recommendation of a nominating committee. If an audit committee Chairman is not
designated or present, the members of the Audit Committee may designate a
Chairman by majority vote of the Audit Committee membership.

         The Audit Committee shall meet at least three times annually, or more
frequently as circumstances dictate. The Audit Committee Chairman shall prepare
and/or approve an agenda in advance of each meeting. The Audit Committee should
meet privately in executive session at least annually with management, the
independent auditors and as a committee to discuss any matters that the Audit
Committee or each of these groups believes should be discussed.

         3. AUDIT COMMITTEE RESPONSIBILITIES AND DUTIES.

            (a) Review Procedures.

                  (i) Review and reassess the adequacy of this Charter at least
annually. Submit the charter to the Board of Directors for approval and have the
document published at least every three years in accordance with the Securities
and Exchange Commission regulations.

                  (ii) Review the Company's annual audited financial statements
prior to filing or distribution. Review should include discussion with
management and independent auditors of significant issues regarding accounting
principles, practices and judgments.


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         In consultation with the management and the independent auditors,
consider the integrity of the Company's financial reporting processes and
controls. Discuss significant financial risk exposures and the steps management
has taken to monitor, control and report such exposures. Review significant
findings prepared by the independent auditors together with management's
responses including the status of previous recommendations.

         (b) Independent Auditors.

                  (i) The independent auditors are ultimately accountable to the
Audit Committee and the Board of Directors. The Audit Committee shall review the
independence and performance of the auditors and annually recommend to the Board
of Directors the appointment of the independent auditors or approve any
discharge of auditors when circumstances warrant.

                  (ii) Approve the fees and other significant compensation to be
paid to the independent auditors.

         On an annual basis, the Audit Committee should review and discuss with
the independent auditors all significant relationships they have with the
Company that could impair the auditors' independence.

         Review the independent auditors' audit plan, and discuss scope,
staffing, locations, reliance upon management and internal audit and general
audit approach.

         Prior to releasing the year-end earnings, discuss the results of the
audit with the independent auditors. Discuss certain matters required to be
communicated to audit committees in accordance with the American Institute of
Certified Public Accountants Statement of Auditing Standards No. 61.

         Consider the independent auditors' judgment about the quality and
appropriateness of the Company's accounting principles as applied in its
financial reporting.

         4. LEGAL COMPLIANCE. On at least an annual basis, review with the
Company's counsel, any legal matters that could have a significant impact on the
organization's financial statements, the Company's compliance with applicable
laws and regulations, inquiries received from regulators or governmental
agencies.

         5. OTHER AUDIT COMMITTEE RESPONSIBILITIES.

                  (a) Annually prepare a report to stockholders as required by
the Securities and Exchange Commission. The report should be included in the
Company's annual proxy statement.

                  (b) Perform any other activities consistent with this Charter,
the Company's Bylaws and governing law, as the Audit Committee or the Board of
Directors deems necessary or appropriate.

                  (c) Maintain minutes of meetings and periodically report to
the Board of Directors on significant results of the foregoing activities.

                  (d) Establish, review and update periodically a Code of
Ethical Conduct and ensure that management has established a system to enforce
this Code.

                  (e) Periodically perform self-assessment of audit committee
performance.

                  (f) Review financial and accounting personnel succession
planning within the Company.

                  (g) Annually review policies and procedures as well as audit
results associated with directors' and officers' expense accounts and
perquisites. Annually review a summary of directors' and officers' related party
transactions and potential conflicts of interest.


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                                 By Order of the Board of Directors,


                                 By /s/ Steven D. Rosenthal
                                    --------------------------------------------
                                    Steven D. Rosenthal, Chief Executive Officer

Dated January 29, 2004.


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                                                                      APPENDIX 1

                          CYBER PUBLIC RELATIONS, INC.
                   DEFINITION OF INDEPENDENCE AS IT PERTAINS
                           TO AUDIT COMMITTEE MEMBERS

         1. To be considered independent, a member of the Audit Committee
cannot:

                  (a) Have been an employee of the Company or its affiliates
within the last three years;

                  (b) Have received compensation from the Company or its
affiliates in excess of $60,000 during the previous fiscal year, unless for
board service, in the form of a benefit under a tax-qualified retirement plan,
or non-discretionary compensation;

                  (c) Be a member of the immediate family of an executive
officer of the Company or any of its affiliates, or someone who was an executive
officer of the Company or any of its affiliates within the past three years;

                  (d) Be a partner, controlling stockholder, or executive
officer of a for profit organization to which the Company made, or from which
the Company received payments (other than those arising solely from investments
in the Company's securities) in any of the past three years in excess of the
greater of $200,000 or five percent of the consolidated gross revenues for that
year of either organization; or

                  (e) Be employed as an executive of another entity where any of
the Company's executives serves on that other entity's compensation committee.

         2. Subject to compliance with the listing requirements of The Nasdaq
Stock Market or any applicable stock exchange and the regulations of the
Securities and Exchange Commission, and under the limited circumstances set
forth in such listing requirements and regulations, one person (who is not a
current employee or family member of an employee) not meeting the foregoing
criteria may be appointed to the Audit Committee if the Board of Directors (i)
determines that the best interests of the Company and its stockholders so
require, and (ii) discloses, in the next annual proxy statement subsequent to
such determination, the nature of the relationship and the reasons for that
determination.