Washington, D. C. 20549
                                   FORM 10-KSB

(Mark One)

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

For the fiscal year ended           December 31, 2000
                          ------------------------------------------

[ ]   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    0-26919
                       -------------

                         CYBER MARK INTERNATIONAL CORP.
                    ----------------------------------------
                 (Name of Small Business Issuer in Its Charter)

      Delaware                                          N/A
----------------------------------           ---------------------------------
(State or Other Jurisdiction                (I.R.S. Employer Identification No.)
of Incorporation or Organization)

359 Enford Road, Unit 1
Richmond Hill, Ontario, Canada                              L4C 3G2
----------------------------------------            ----------------------
(Address of Principal Executive Offices)                  (Zip Code)

Issuer's telephone number:   (905) 770-4602
                            ----------------

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par
value $.0001 per share

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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  |_|
    ---

         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.  [X]

         State issuer's revenues for its most recent fiscal year:   $17,253

         The aggregate market value of voting and non-voting common equity held
by non-affiliates computed by reference to the price at which it was sold or the
average of the asked and bid price on March 31, 2001, was $1,053,797. At March
31, 2001, 18,758,600 shares of issuer's Common Stock were outstanding.

<PAGE>


                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

General


Because of the lack of operating capital and absence of product sales, we have
not had active business operations during fiscal year 2000. We believe that if
we had the economic resources, we would be able to manufacture virtual reality
game equipment that would be economically accepted and develop our array of
games for use with the equipment. This is based on certain products that were
developed in the past and which we commercialized to a limited degree.


Virtual reality is an emerging technology which attempts to fully immerse the
user in an interactive computer generated environment. The participant in a
virtual reality experience interacts with the system through a series of
sophisticated sensors which are both input and output devices. Input devices
include data gloves which track hand positions and configurations and body suits
which sense the entire orientation of the virtual reality participant. Output
devices include complex head mounted displays and surround-sound audio systems.
The result is an illusion to the participant that he is surrounded by
three-dimensional computer generated objects.


From its initial beginnings merely thirty years ago, virtual reality is evolving
into many applications including those in the fields of industry, architecture,
medicine, science and entertainment. We believe that virtual reality technology
is developing in a manner similar to the personal computer where it was
initially thought there were limited applications and its purpose was limited to
specific tasks. Although entertainment promises the most potential, we believe
that many other uses will be developed as the technology is refined and more
readily available at commercially competitive prices.

Corporate History

We were incorporated under the laws of the State of Delaware on June 9, 1998, to
serve as a holding company for CM300. CM300 was incorporated under the laws of
the Province of Ontario on January 1996, and became our wholly owned subsidiary
on the same day that we were incorporated.

All of our business operations are conducted through the CM300 Corporation, our
wholly owned subsidiary.

Products and Services

Although we are not manufacturing or selling any products at this time, based on
designs and our past operating experience we believe we could produce the
virtual reality systems and games described below.

Cobra System

The Cobra System is an immersive virtual reality system generated by computer.
In 1998 and 1999, we developed a second generation system. The Cobra System pod
incorporates a cross platform capability which allows it to use PC based games
adapted from systems such as Nintendo 64, Sony and Sega. The pod uses 18 1/2
square feet of space and weighs about 150 pounds. It may be constructed from
modular parts making it portable and easily repairable. The pod is designed with
built in instructional videos and token, card, coin or bill verification to
reduce the need for dedicated operational personnel for each or a limited number
of pods as is the case with many competing products.

The six games available for use with the Cobra System are:

         o        Tresspasser

         o        Heavy Gear II

         o        Soldier of Fortune


                                       2

<PAGE>

         o        Quake II;

         o        Decent Free Space Battle Pack; and

         o        Unreal Tournament.


The above games were developed in 1998 - 1999, and we believe they would need
updating to be commercially viable at this time or in the near future.

Because maintaining and expanding the variety of games available for use in this
type of entertainment equipment is essential to their continued appeal, it is
anticipated that if we again market the Cobra System, we will have to develop
additional games and new versions of old games for use with the Cobra System.

Virtual Speedway

The Virtual Speedway is a real time virtual reality (as opposed to computer
generated) system based on miniature models and motion video. To achieve a true
sense of motion and involvement, a virtual race, the Virtual Speedway uses a
miniature race track measuring 40 by 20 feet. Up to six race cars, built to
scale, are equipped with miniature television cameras and transmitters to
replicate the kind of television coverage in use at race tracks. Next to the
track, there are six control consoles equipped with a steering wheel,
accelerator and reverse pedals and a head mounted device with reception
capability and optics. The player's view, from the car mounted camera,
"literally" places the participant inside the car as they race around the track.
The Virtual Speedway is fully developed and was commercially available for the
first time in November 1997.

We believe that to achieve greater commercialization of the Virtual Speedway, we
must further develop it with a remote system. The proposed remote system, as yet
untested in real-time situations, will enable players to race against each other
from remote, off-site locations. Any remote station can participate in any race.
The intent is that the tracks, cars and computer will be situated in one central
location. Up to 24 control consoles (play stations) per track will be dispersed
throughout specific geographic territories in bars, entertainment centers,
theaters and the like. We anticipate the completion of development of the VS300,
with these aspects, will depend on our ability to obtain the additional
financing needed to continue with development.

Markets

The principal markets for the Cobra System are likely to be amusement arcades
and family entertainment centers of which there are approximately 6,500
amusement arcades and 2,500 family entertainment centers in Canada and the
United States. The principal markets for the Virtual Speedway are likely to be
amusement parks, theme parks, shopping malls, bars and major exhibitions as well
as amusement arcades and family entertainment centers. In years past we
installed Cobra Systems in Canada, the United States, Denmark, Hungary, Ukraine,
Lebanon, Brazil, Peoples Republic of China, Hong Kong, Malaysia and Guam. To
date, we have installed Virtual Speedway systems in the United States on a
summer seasonal basis in a limited number of locations.

In the recent past, we have experienced slow acceptance of our virtual reality
products. We believe the reason for this is the initial cost of our equipment is
a considerable investment for our markets. Therefore, to commercialize our
products we will have to develop new marketing techniques which will probably
have to include financing to our customers. Alternatively, we may sell or
license the technologies and designs and the games to others with greater
financial capacity.

In the past we have sought to create brand recognition for our group of
products. Any new marketing will be oriented towards the entertainment industry.
Demographic data, site assessment and competitive review are essential to the
marketing success of the product.

Manufacturing

Our products are designed to be manufactured from a large number of components,
approximately 85% of which are commercially available parts and the remainder of
which are designed to be manufactured to specific requirements by outside

                                       3

<PAGE>

manufacturers. The use of modular construction and an open architecture of
non-proprietary parts make repairs easy and quick. It is our intent to maintain
more than one source for each of our major components, to the extent possible,
although certain suppliers are currently the sole source of one or more items.
No assurance can be given that the necessary components will be available from
the current sources, however, we also believe that our products may be better
constructed than those of our competitors resulting in longer useful lives and
less repair problems.

We employ our own programmer to maintain quality control. From time to time, we
outsource programming.

Research and Development

We expensed $9,149 on research and development activities in 2000 and $133,896
in 1999. These expenses were for the purpose of developing the second generation
Cobra System. We have budgeted to spend approximately $200,000 in 2001, but this
amount will depend entirely on obtaining financing for that purpose, among
others. To the extent that outside financing is not available, research and
development expenses will be reduced or curtailed, which will affect product
enhancement and development. Without additional product development, we will not
have any revenues.

Competition

Our products compete directly with video games and similar amusement arcade and
park entertainments. We compete with companies such as Sega, Midway, Nintendo
and Atari. These and other entities with competing products have substantially
greater financial resources, manufacturing and marketing capabilities, research
and development staff and production facilities than we do. No assurance can be
given that these competitors and potential competitors will not develop
technology and/or products that will be as or more advanced and affordable than
the ones we produce. We intend to compete on the basis of price, our program of
development of new games and the quality of our products which result in longer
useful lives and higher profit margins. In addition, we believe that our
products generally require no operational staff, resulting in substantial
savings for the entertainment facility which is another competitive factor.

Employees

We currently have three employees, of which one is a senior executive and one is
a programmer.

ITEM 2. DESCRIPTION OF PROPERTIES.

Our executive offices are located at 359 Enford Road, Unit 1, Richmond Hill,
Ontario, Canada L4C 3G2 and our telephone number is (905) 707-3441. We rent this
space for our offices and manufacturing/ assembly facilities. We believe that
our current office and other facilities are adequate to meet our needs into the
near future.

ITEM 3. LEGAL PROCEEDINGS.

        None.

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

        None.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Our common stock became eligible for quotation on the OTC Bulletin Board on
February 14, 2000, under the symbol "CMKI". On August 25, 2000, we issued a
stock dividend of one share for each share of common stock outstanding on August
11, 2000. The following table sets forth, for the periods indicated, the high
and low unpriced quote trades for our common stock as reported on the OTC

                                       4

<PAGE>

Bulletin Board, without retail mark-ups, mark-downs or commissions, and may not
necessarily represent actual transactions. There has not been any electronic bid
or asked quote.


              Period                            High($)         Low($)
              ------                           -------          ------

        Fiscal 2000

             First Quarter*                     4.00           $3.00

             Second Quarter                     4.00             .375

             Third Quarter                      1.125            .219

             Fourth Quarter                      .375            .125

        Fiscal 2001

             First Quarter**                     .270            .095

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

* From February 14, 2000.
** To March 31, 2001.

Holders

As of March 31, 2001, there were 24 holders of record of our common stock. On
that date there were 18,758,600 shares of common stock outstanding.

Dividends

We have never declared or paid cash dividends on our common stock and we
anticipate that all future earnings, if any, will be retained for working
capital and business expansion. The payment of any cash dividends, if ever, will
be at the sole discretion of our board of directors and will depend upon, among
other things, future earnings, capital requirements, our financial condition and
general business conditions. There can be no assurance that any cash dividends
on our common stock will be paid in the future.

We have announced the intention of the company to declare a ten-for-one stock
dividend during the second fiscal quarter of 2001. To do this, the authorized
capital will have to be increased by amendment to provide enough common stock
for distribution. An amendment will require the approval of the majority of the
outstanding shares of common stock. It is feasible that this approval may be
made by the written consent of a limited number of persons. An increase in the
number of shares outstanding is likely to have an adverse effect on the trading
market and price of the common stock unless there is increased market interest
or a significant improvement in the business and financial prospects of the
company, of which there can be no assurance. The additional shares of common
stock may also impair our ability to raise needed capital.

Recent Sales of Unregistered Securities

We have made the following sales of unregistered securities within the past
fiscal year:



                                       5

<PAGE>


<TABLE>
<CAPTION>
                                                                                                          If Option,
                                                            Consideration Received                         Warrant or
                                                              and Description of                           Convertible
                                                            Underwriting or Other                           Security,
                                                          Discounts to Market Price    Exemption from       Terms of
                                                                 Afforded to            Registration       Exercise or
  Date of Sale      Title of Security     Number Sold             Purchasers               Claimed         Conversion
------------------ -------------------- ----------------- --------------------------- ------------------ ----------------
<S>  <C>           <C>                     <C>          <C>                               <C>                <C>
     4/18/00       Common Stock             800,000       For services rendered to          4(2)               N/A
                                                          CM 300

     8/31/00       Common Stock             150,000       For services rendered to          4(2)               N/A
                                                          CM 300
</TABLE>


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

Forward-Looking Statements

When used in this Form 10-KSB and in our future filings with the Commission, the
words or phrases "will likely result," "management expects" or "we expect,"
"will continue," "is anticipated," "estimated" or similar expressions are
intended to identify "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Readers are cautioned not to
place undue reliance on any such forward-looking statements, each of which speak
only as of the date made. Such statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical earnings and those presently anticipated or projected. We have no
obligation to publicly release the result of any revisions which may be made to
any forward-looking statements to reflect anticipated or unanticipated events or
circumstances occurring after the date of such statements.

Qualified Opinion

Our independent auditors have qualified their opinion on our financial
statements included in this Annual Report on Form 10-KSB. Their opinion states
that the financial statements were prepared assuming that the company will
continue as going concern. They further mention that the company has suffered
significant losses from operations, has breached loan covenants and has
deficiencies in working capital and stockholder equity. The accountants state
that there is substantial doubt about the company's ability to continue as a
going concern.

We need capital to continue in business. If we are unable to obtain capital, we
will have to curtail our operations and explore other business options,
including selling our assets or combining with another company that may or may
not use the products we have developed to date. We have no arrangements at this
time which will assure the future of the company at any level.

Sales

We had sales of $151,184 for the fiscal year 1999 and sales of $6,184 for the
fiscal year 2000. The lack of sales was the result of dislocation in the market
for virtual reality entertainment products caused by the bankruptcy of a major
producer. This bankruptcy caused some to question whether virtual reality will
be a viable entertainment medium. As a result of the business failure, there was
substantial discounting of its existing inventory which affected our ability to
sell and maintain the selling price of the Cobra System. To offset this
unfavorable market condition, we began limited development of the second
generation of the Cobra System.

                                       6
<PAGE>

Cost of Sales

The cost of sales for the fiscal year 2000 was $7,704 and for the fiscal year
1999 was $126,888.

Expenses

Our expenses for the fiscal year 1999 were $481,184 and for the fiscal year 2000
were $1,353,331. The principal reason for the increase in expenses is the losses
incurred as a result of the disposal of equipment and an accrual for lease
payments through the end of the lease term in the amount of $111,394 and
$116,454, respectively. There were some savings in certain categories of
expenses, but these were insufficient to off-set the increase in other expenses.

In the fiscal year 2000, we expensed $9,149 for research and development. In the
fiscal year 1999, we expensed $133,896 for research and development. As a result
of decreased sales and lack of revenues, research and development in 2000 was
significantly reduced.

Other expenses increased in from $0 in year 1999 to $27,347 in year 2000. This
increase is primarily due to a payment made in the amount of $23,762 pursuant to
a guaranty by the Company of a third party obligation.

Office and general expenses increased from $15,930 in year 1999 to $60,353 in
year 2000. This increase is primarily the result of fees paid in connection with
the terms of a loan to the Company and stock administration fees.

Consulting fees increased from $8,215 in year 1999 to $44,010 in year 2000. This
increase is a result of the increased use of consultants in connection with
business development. Of this amount $15,369 in consulting fees were paid to
Joseph Byck, an executive officer of the Company.

Losses

We had a loss of $366,223 for the fiscal year 1999 and of $1,343,782 for the
fiscal year 2000. The principal reasons for the significant increase in losses
was a significant reduction in sales revenue and a significant increase in wages
and benefits expenses resulting from an accrual for the issuance of stock
options with an exercise price below the closing price on the day of issuance,
and a loss of $227,848 for disposal of equipment and property. The net loss per
share for fiscal year 1999 was $.03 and for fiscal year 2000 was $.11; however,
there were additional shares outstanding for the later period as a result of
issuances and the stock dividend of August 25, 2000.

Liquidity and Capital Requirements

Our working capital deficiency at December 31, 2000, was $601,028. Our working
capital requirements since incorporation have been funded by the sale of
securities from time to time, borrowings (including bank overdrafts) and
revenues from sales. The proceeds of these financings were used to fund losses
and for developmental activities.

At December 31, 2000, we had aggregated debt and loans from shareholders of
$457,922. At December 31, 2000, we had $34,877 in demand loans due to a bank
with interest at the bank prime rate plus 1 3/4% per annum. This loan is secured
by a general security agreement.

Of the outstanding debt, $117,694 at December 31, 2000, was a business
development loan from The Business Development Bank of Canada. This loan bears
interest at the rate of 5% above the floating base interest rate charged by the
bank. The loan is repayable at the rate of $2,739 per month and matures December
2002. We must also pay a fee to the bank of .1942% per annum, until December
2002 which aggregated $12,925 in the fiscal year ended December 31, 2000. This
loan is secured by a pledge of all the assets of CM300 and shareholder
guarantees.

We have a term loan with the Royal Bank of Canada. The outstanding principal
amount at December 31, 2000, was $29,300. We pay interest at 3% over the bank's
prime rate, and the loan matures in May 2000. This loan is secured by a general
pledge of the assets of CM300 and shareholder guarantees.

                                       7
<PAGE>

We have a loan payable on demand to Candove Corporation in the amount of
$200,000 bearing interest at 10%. Candove has the right at any time to convert
any or all of the debt into our common stock at a conversion rate equal to one
common share for each $.50 of debt. We are in negotiations to change the
conversion rate to be applied to this loan. It is anticipated that the loan will
be converted during the second fiscal quarter of 2001. In addition, in order to
induce Candove Corporation to make the loan, we issued to it 800,000 shares of
common stock.

We require additional financing to continue in business and to develop our
products. Funds are required for product research and development, manufacturing
and production, marketing activities and operating expenses. If we do not obtain
funding, we will not be able to continue our business. Management cannot
determine how long we will require to fund operational losses and our other
activities with funds from the sale of securities and credit arrangements.
Management believes the amount of funds required now and in the future will be
substantial. Except as discussed above, we currently have no sources of
financing, including bank or private lending sources, or equity capital sources.
No assurance can be given that we will be able to develop sources of financing
in the future when funds are needed or on acceptable terms. If we do not obtain
necessary funding, we will have to curtail aspects of our operations or cease
operations altogether. There is no assurance that we will be able to continue
our business in the future. The opinion of our auditors contains an explanatory
paragraph regarding our ability to continue as a going concern.

We have relied and will continue to rely on the sale of securities and
borrowings to fund our operations and in certain circumstances, compensate
vendors and consultants. If we engage in any acquisition transactions, we
anticipate using securities for the purchase price. To the extent we are able,
we will sell or issue debt and equity securities or combinations of the two. In
connection with the sale of securities, we may have to issue warrants for common
stock to induce persons to invest in the company. If we sell debt securities or
borrow funds, the interest charges may have an adverse impact on working capital
and cash flow. If we sell additional equity capital or issue common stock
derivative securities, current investors will experience dilution, possibly at
significant levels. We may grant security interests in our asset base, as we
have done in the past. The existence of prior security interests or the size of
the asset base will limit our ability to raise capital. In connection with a
future financing, we may be required to effect a recapitalization which may have
an adverse financial consequence on the stockholders.


ITEM 7. FINANCIAL STATEMENTS.

Index to Consolidated Financial Statements:                               Page
                                                                          ----

    Independent Auditors' Report of Citrin Cooperman & Company, LLP........F-1

    Consolidated Balance Sheets as of December 31, 2000 and 1999...........F-2

    Consolidated Statements of Operations for the years ended
        December 31, 2000 and 1999.........................................F-3

    Consolidated Statements of Stockholders' Deficiency for
        the years ended December 31, 2000 and 1999.........................F-4

    Consolidated Statements of Cash Flows for the years
        ended December 31, 2000 and 1999....................................F-5

    Notes to Consolidated Financial Statements......................F-6 to F-11

                                       8
<PAGE>



                          INDEPENDENT AUDITORS' REPORT



Board of Directors
Cyber Mark International Corp.

We have audited the accompanying consolidated balance sheets of Cyber Mark
International Corp. as at December 31, 2000 and 1999 and the related
consolidated statements of operations, stockholders' deficiency and cash flows
for the years then ended. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audits 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 and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the aforementioned consolidated financial statements present
fairly, in all material respects, the financial position of Cyber Mark
International Corp. as at December 31, 2000 and 1999 and the results of its
operations and its cash flows for the years then ended in conformity with
auditing standards generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 10 to the
financial statements, the Company has suffered significant losses from
operations, has breached certain loan convenants and has deficiencies in working
capital and stockholders' equity. These factors raise substantial doubt about
the Company's ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 10. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.



                                    /s/ Citrin Cooperman & Company, LLP
                                   ------------------------------------
                                        CERTIFIED PUBLIC ACCOUNTANTS

April 11, 2001
New York, New York

                                      F-1
<PAGE>
<TABLE>
<CAPTION>
                                             CONSOLIDATED BALANCE SHEETS

                                              DECEMBER 31, 2000 AND 1999


                                                       2000            1999
                                                    ----------      ---------
<S>                                                 <C>               <C>
                                     ASSETS

Current assets:
Cash and cash equivalents                            $      -       $  1,521
Investment tax credits receivable                      90,226        163,208
Accounts receivable                                         -          9,281
Inventory                                              16,775         24,479
Prepaid expenses and other current assets               5,919          5,004
                                                 -------------  -------------
Total current assets                                  112,920        203,493

Property and equipment - net                           24,855        142,334
                                                 -------------  -------------

TOTAL ASSETS                                        $ 137,775      $ 345,827
                                                 =============  =============


                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
Bank indebtedness                                   $ 34,877       $ 48,503
Accounts payable and accrued liabilities             256,026        126,619
Loans payable                                        346,994        151,098
Advances from shareholder                             76,051         77,641
                                                -------------   ------------
Total current liabilities                            713,948        403,861
                                                -------------   ------------

Stockholders' deficiency:
Capital stock                                          1,315            610
Additional paid in capital                         1,520,397        740,367
Cumulative translation adjustment                      4,301        (41,217)
Accumulated deficit                               (2,102,186)      (757,794)
                                                -------------   ------------
Total stockholders' deficiency                      (576,173)       (58,034)
                                                -------------   ------------

TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIENCY                                         $ 137,775      $ 345,827
                                                =============   ============
</TABLE>

                See accompanying notes to financial statements.
                                      F-2
<PAGE>

                         CYBER MARK INTERNATIONAL CORP.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>
                                             2000                   1999
                                      -------------------    -------------------
<S>                                              <C>                  <C>
Sales                                            $ 6,184              $ 151,184

Cost of sales                                      7,704                126,888
                                      -------------------    -------------------

Gross profit (loss)                               (1,520)                24,296
                                      -------------------    -------------------

Expenses:
Wages and benefits                               813,938                 66,698
Professional fees                                 80,756                 52,070
Interest                                          41,081                 25,373
Rent and occupancy                                21,216                 72,394
Office and general                                60,353                 15,930
Trade shows and events                                 -                 15,158
Marketing                                          6,713                 22,191
Other expenses                                    27,347                      -
Telephone                                          7,052                 10,374
Travel and entertainment                               -                  4,865
Automobile                                             -                  7,583
Insurance                                          7,390                  7,084
Consulting fees                                   44,010                  8,215
Depreciation and amortization                      6,478                 39,353
Loss on lease abandonment                        227,848                      -
Research and development                           9,149                133,896
                                      -------------------    -------------------
                                               1,353,331                481,184
                                      -------------------    -------------------

Loss from operations                          (1,354,851)              (456,888)

Interest income                                   11,069                 90,665
                                      -------------------    -------------------

NET LOSS                                     $(1,343,782)            $ (366,223)
                                      ===================    ===================

Loss per share                                   $ (0.11)               $ (0.03)
                                      ===================    ===================

Weighted average shares
        outstanding                           12,573,985             12,190,138
                                      ===================    ===================
</TABLE>

                See accompanying notes to financial statements.
                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                                                                          CYBER MARK INTERNATIONAL CORP.

                                                               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY

                                                                  FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999


                                        Common Stock          Additional                Cumulative   Comprehensive       Total
                                  -------------------------     Paid In   Accumulated   Translation      Income        Stockholders'
                                   Shares         Amount        Capital      Deficit     Adjustment      (Loss)         Deficiency
                                  ------------   ----------  ------------  ------------   ---------   ---------------  ------------
<S>                                 <C>               <C>      <C>         <C>            <C>            <C>            <C>
Balance - January 1, 1999           6,064,300        $ 606     $ 720,371    $ (391,571)    $ 4,283                       $ 333,689

Common stock issued
  in private placement                 40,000            4        19,996                                                    20,000

Net loss                                                                      (366,223)                   $ (366,223)
Other comprehensive loss:
Cumulative translation
  adjustment                                                                               (45,500)          (45,500)
                                                                                                      ---------------
Total comprehensive loss                                                                                  $ (411,723)     (411,723)
                                  ------------   ----------  ------------  ------------   ---------   =============== -------------

Balance - December 31, 1999         6,104,300         610       740,367      (757,794)    (41,217)                        (58,034)

Stock split effected in
  the form of  dividend             6,104,300         610                        (610)

Value of stock options
  granted                                                        750,000                                                   750,000

Common stock issued as
  fee for arranging financing
  with Candove Corporation            800,000          80         1,920                                                     2,000

Common stock issued in exchange
  for software support                150,000          15        28,110                                                    28,125

Net loss                                                                    (1,343,782)                 $ (1,343,782)
Other comprehensive income:
Cumulative translation adjustment                                                           45,518            45,518
                                                                                                      ---------------
Total comprehensive loss                                                                                $ (1,298,264)   (1,298,264)
                                  ------------   ----------  ------------  ------------   ---------   =============== -------------

BALANCE - DECEMBER 31, 2000        13,158,600      $ 1,315    $1,520,397   $(2,102,186)    $ 4,301                      $ (576,173)
                                  ============   ==========  ============  ============   =========                   =============
</TABLE>

                See accompanying notes to financial statements.
                                      F-4
<PAGE>

                         CYBER MARK INTERNATIONAL CORP.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999


<TABLE>
                                                          2000            1999
                                                         ------         -------
<S>                                                     <C>             <C>
Cash flows from operating activities:
Net loss                                              $(1,343,782)      (366,223)
Adjustments to reconcile net loss to
  net cash used by operating activities:
Depreciation and amortization                              6,478          39,353
Shares issued for services                                30,125              -

Loss on lease abandonment                                111,394              -

Value of stock options granted                           750,000              -

Changes in assets and liabilities:
Investment tax credits receivable                         68,102        101,946
Accounts receivable                                        7,526          4,877

Inventory                                                  6,916         66,600
Prepaid expenses                                          (1,120)        17,521

Accounts payable and accrued                             137,618         56,195
                                                     ------------     ----------

Net cash used by operating activities                   (226,743)       (79,731)
                                                     ------------     ----------

Cash flows from investing activities:
Purchase of property and equipment
                                                            (392)              -
                                                     ------------     ----------

Net cash used by investing activities
                                                            (392)              -
                                                     ------------     ----------

Cash flows from financing activities:
Issuance of capital stock                                      -         20,000

Loan payable proceeds                                    200,000             -

Repayment of loans                                       (17,709)      (31,546)
Advances from shareholder                                  1,261         5,927

Bank indebtedness                                          7,294        28,046
                                                     ------------    ----------

Net cash provided by financing activities                190,846        22,427
                                                     ------------    ----------

Effect of exchange rate changes on cash                   34,768       (48,040)
                                                     ------------    ----------

Decreases in cash and cash equivalents                    (1,521)     (105,344)

Cash and cash equivalents - beginning                      1,521       106,865
                                                     ------------    ----------

CASH AND CASH EQUIVALENTS - ENDING                 $           -     $   1,521
                                                     ============    ==========
</TABLE>

                See accompanying notes to financial statements.

                                      F-5
<PAGE>


                         CYBER MARK INTERNATIONAL CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                  Principles of consolidation

                  On July 2, 1998, the shareholders of The CM 300 Corp.
                  ("CM300") exchanged all their issued common shares for common
                  shares of Cyber Mark International Corp. ("Cyber"). The
                  acquisition of CM300 by Cyber was a reverse takeover whereby
                  CM300 was identified as the acquiring company. Cyber was
                  incorporated in Delaware in June 1998, and prior to the
                  acquisition Cyber was inactive. The consolidated financial
                  statements include the accounts of the Company and its
                  subsidiary after eliminating all intercompany accounts and
                  transactions.

                  Cash and cash equivalents

                  The Company considers all highly liquid investments with a
                  maturity of three months or less from time of purchase to be
                  cash equivalents.

                  Inventory

                  Inventory is valued at lower of cost or market. Cost is
                  determined on the first-in-first-out basis.

                  Property and equipment

                  Property and equipment are stated at cost. Depreciation is
                  provided on a straight-line basis over the estimated useful
                  life of the assets, usually five years. For leasehold
                  improvements, depreciation is provided on a straight-line
                  basis over five years.

                  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 of contingent
                  assets and liabilities as of the date of the financial
                  statements and the reported amounts of revenues and expenses
                  during the reporting periods. Actual results could differ from
                  those estimates and assumptions.

                  Financial instruments

                  The Company considers the fair value of all financial
                  instruments to be not materially different from their carrying
                  value at year end.

                  Translation of foreign currencies

                  The Company uses the local currency as the functional currency
                  and translates all assets and liabilities at year-end exchange
                  rates, all income and expense accounts at average rates and
                  records adjustments resulting from the translation in a
                  separate component of common shareholders' equity.

                                      F-6
<PAGE>


                         CYBER MARK INTERNATIONAL CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE 2 -          PROPERTY AND EQUIPMENT
                  ----------------------
<TABLE>
<CAPTION>
                                                                                   Accumulated
                                                                                Depreciation and
                                                               Cost                Amortization           Net Book Value
                                                      -----------------------   -----------------        ---------------
                                                        2000         1999        2000        1999         2000       1999
                                                        ----         ----        ----        ----         ----       ----
<S>                                             <C>               <C>           <C>         <C>         <C>        <C>
                  Manufacturing equipment       $       -         $ 84,801    $  -         $ 48,245     $-         $ 36,556
                  Furniture and fixtures               12,336       12,336       8,287        7,212       4,049       5,124
                  Office and shop equipment            23,872       23,480      11,494        8,329      12,378      15,151
                  Entertainment equipment              -            75,595      -            33,219      -           42,376
                  Moulds                               14,932       14,932       6,504        4,267       8,428      10,665
                  Software                              4,486        4,486       4,486        4,486      -           -
                  Leasehold improvements               -            51,283      -            18,821      -           32,462
                                                 ------------     --------------------     -------- -----------    --------

                                                     $ 55,626     $266,913    $ 30,771     $124,579     $24,855    $142,334
                                                      =======      =======     =======      =======      ======     =======
</TABLE>

                  Depreciation and amortization expense for the years ended
                  December 31, 2000 and 1999 amounted to $6,478 and $39,353,
                  respectively.

                  During the year ended December 31, 2000, the Company incurred
                  a loss of $111,394 on the abandonment of equipment and
                  improvements and an accrual for lease payments through the
                  remainder of the lease term of $116,454.

NOTE 3 -          BANK INDEBTEDNESS
                  -----------------

                  The bank indebtedness is payable on demand, bears interest at
                  the bank prime rate plus 1 3/4% per annum and is secured by a
                  general security agreement and a postponement of claim signed
                  by the shareholder.

NOTE 4 -          LOANS PAYABLE
                  -------------

                  Business development loan bearing interest at a rate of 5%
                  above the bank's daily floating base interest rate, repayable
                  in monthly installments of $4,200 (Canadian) and matures
                  December, 2002. The Company is required to pay the bank
                  additional interest in the form of a royalty of 0.1942% on the
                  combined sales of the Company. The royalty is payable monthly
                  at the rate of one twelfth of .1942 percent of combined sales.
                  Total royalties paid during 2000 and 1999 were $12,925 and
                  $263, respectively. The loan is secured by a general security
                  agreement, joint and several guarantees of the shareholders,
                  assignment of shareholder loans, life insurance on the lives
                  of the shareholders and assignment of property insurance.

                                      F-7
<PAGE>

                         CYBER MARK INTERNATIONAL CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE 4 - LOANS PAYABLE (CONTINUED)
         -------------------------
<TABLE>
                                                                                          2000          1999
                                                                                        --------      --------
<S>                                                                                     <C>          <C>
                  As discussed in Note 10, the Company has breached certain loan
                  covenants as of December 31, 2000 and 1999 and therefore, the
                  entire debt is classified as current at
                  December 31, 2000 and 1999.                                            $117,694      $122,227

                  Bank term loan bearing interest at the bank prime rate plus 3%
                  per annum, repayable in monthly installments of $5,555
                  (Canadian), maturing May, 2000. The loan is now past due, but
                  the bank has not renegotiated the terms nor demanded payment.
                  The loan is secured by a general security agreement,
                  postponement and assignment of claim signed by the shareholder
                  and a guarantee
                  in the amount of $100,000 by the shareholder.                            29,300        28,871

                  Loan payable on demand to Candove Corporation ("Candove")
                  bearing interest at 10%. Candove has the right at any time to
                  convert any or all of the debt into common shares of the
                  Company at a conversion rate equal to one common share for
                  each $.50 of debt. In addition, the Company issued 800,000
                  shares of common stock to Candove as an inducement to them to
                  make the loan to the
                  Company.                                                                200,000        -
                                                                                          -------      --------

                                                                                         $346,994      $151,098
                                                                                          =======       =======
</TABLE>


NOTE 5 -          ADVANCES FROM SHAREHOLDER
                  -------------------------

                  These advances are unsecured and non-interest bearing with no
                  specific terms of repayment.

NOTE 6 -          CAPITAL STOCK
                  -------------
<TABLE>
                                                                                               2000           1999
                                                                                             --------       --------
                  Authorized              Issued
                  -----------             -------
<S>                   <C>               <C>                   <C>                               <C>         <C>
                      500,000           None                  Preferenced shares,
                                                              issuable in series,
                                                              par value $.001

                  75,000,000           13,158,600             Common shares, par
                  (2000) and           (2000) and             value $.0001                    $   1,315    $      610
                  10,000,000            6,104,300                                              ========     =========
                  (1999)               (1999)
</TABLE>


                                      F-8
<PAGE>

                         CYBER MARK INTERNATIONAL CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE 6 -          CAPITAL STOCK (CONTINUED)
                  -------------------------

                  During the year ended December 31, 2000, the Company effected
                  a stock split n the form of a dividend for 6,104,300 shares.
                  All share and per share information has been restated
                  accordingly to reflect this change.

                  Also in 2000, 800,000 shares were issued to Candove
                  Corporation as an inducement to arrange financing for the
                  Company, and 150,000 shares were issued for software support.
                  These shares were recorded at the fair market value.

                  During the year ended December 31, 1999, the Company issued
                  40,000 shares in private placements for $20,000.

                  The Company adopted Performance Equity Plans for the granting
                  of stock based awards to employees. The 1998 plan provides for
                  awards for up to 520,000 shares of common stock and the 2000
                  plan provides for awards for up to 4,000,000 shares of common
                  stock. During January 2001 the Company issued 4,000,000 shares
                  under the 2000 Plan for services to be rendered. During
                  January 2001, 200,000 shares were issued for services to be
                  rendered. During February 2001, the Company issued 1,400,000
                  shares upon exercise of outstanding options.

                  On March 8, 2001 the Board of Directors of the Company
                  approved a 10-1 forward stock split. Before the stock split is
                  concluded, the Company must take a number of actions in
                  connection with amending its articles of incorporation and
                  then determining the record and distribution dates.

                  During 1998, options to purchase a total of 980,000 common
                  shares at prices ranging from $.25 to $.625 per share were
                  granted to certain employees. The options are exercisable
                  until five years, for 800,000 common shares, and three years,
                  for 180,000 common shares, from date of grant subject to
                  certain conditions. During 2000, option to purchase 600,000
                  common shares were granted. Such options are at $.25 per share
                  and are exercisable for five years. At December 31, 2000, all
                  options are exercisable.

                  Options expire as follows:

                            Date                 Shares        Exercise Price
                            ----                 ------        --------------
                    August 25, 2001               180,000       $     .50
                    December 31, 2001             400,000             .25
                    December 31, 2002             200,000             .50
                    December 31, 2003             200,000             .625
                    April 1, 2005                 600,000             .25
                                               ----------
                                                1,580,000
                                               ==========

                  The Company applies Accounting Principles Board Opinion No. 25
                  (Accounting for Stock Issued to Employees) and related
                  interpretations in accounting for its stock option plans.
                  Accordingly, no compensation expense is recognized when
                  options are granted.


                                      F-9
<PAGE>

                         CYBER MARK INTERNATIONAL CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999


NOTE 6 -          CAPITAL STOCK (CONTINUED)
                  -------------------------

                  Had compensation expense been determined based on the fair
                  market methodology prescribed SFAS No. 123 (Accounting for
                  Stock-Based Compensation) issued by the Financial Accounting
                  Standards Board in October, 1995, net earnings for 2000 would
                  have been reduced by approximately $150,000 for options
                  granted during 2000. The fair value for options granted during
                  2000 was estimated at $1.50 on the date of grant using the
                  Black-Scholes option-pricing model with the following
                  assumptions: dividend yield 0%, volatility 282%, risk-free
                  interest rate of 5% and an expected life of 5 years.

NOTE 7 -          INCOME TAXES
                  ------------

                  The Company's deferred taxes as of December 31, are estimated
                  as follows:

<TABLE>
                                                                                         2000
                                                                             -------------------------------
                                                                     Canada             U.S.              Total
                                                                    --------          --------            -------
<S>                                                                  <C>               <C>                 <C>
                  Net operating loss carryforward                    $621,000          $42,000             $663,000
                  Valuation allowance                                (621,000)         (42,000)            (663,000)
                                                                      -------           ------              -------
                  Net deferred tax asset                             $     -           $     -             $      -
                                                                     =========         =======             ========


                                                                                         1999
                                                                             -------------------------------
                                                                     Canada             U.S.              Total
                                                                    --------          --------            -------
                  Net operating loss carryforward                    $388,000          $ 6,000             $394,000
                  Valuation allowance                                (388,000)          (6,000)            (394,000)
                                                                      -------            -----              -------
                  Net deferred tax asset                             $     -           $    -              $     -
                                                                     ========          =======             ========
</TABLE>


                  A valuation allowance has been applied to offset the deferred
                  tax asset in recognition of the uncertainty that such benefits
                  will be realized.

                  At December 31, 2000, the Company has available net operating
                  loss carryforwards for U.S. tax reporting purposes of
                  approximately $105,000 which is available to offset future
                  taxable income, if any. This carryforward expires in 2019 and
                  2020. For Canadian income tax purposes, the Company has
                  available net operating loss carryforward of approximately
                  $1,389,000 which are available to offset future taxable
                  income, if any. These carryforwards expire in 2004, 2005, 2006
                  and 2007.

NOTE 8 -          LOSS PER COMMON SHARE
                  ---------------------

                  Loss per common share is based on the weighted average number
                  of common shares outstanding during each period. Loss per
                  common share is the same for both basic and dilutive since
                  stock options would be antidilutive and therefore not included
                  in the calculation.


                                      F-10

<PAGE>

                         CYBER MARK INTERNATIONAL CORP.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           DECEMBER 31, 2000 AND 1999

NOTE 9 -          COMMITMENTS
                  -----------

                  The Company is committed under various operating leases for
                  occupied premises which expire in the year 2003. Future
                  minimum annual payments (exclusive of taxes, insurance and
                  maintenance costs) as of December 31, 1998 as are follows:

                                    2001               $  55,349
                                    2002                  52,154
                                    2003                   8,951
                                                       ---------
                                                        $116,454
                                                       =========

                  This amount has been accrued at December 31, 2000 to reflect
                  the Company's abandonment of the lease during 2000. Rent
                  expense for the years ended December 31, 2000 and 1999
                  amounted to $21,216 and $72,394, respectively.

NOTE 10 -         GOING CONCERN
                  --------------

                  As shown in the accompanying financial statements, the Company
                  has incurred significant losses over the past two (2) years.
                  In addition, as of December 31, 2000 and 1999, the Company has
                  breached certain loan covenants and has deficiencies in
                  working capital and stockholders' equity. These factors raise
                  substantial doubt about the Company's ability to continue as a
                  going concern.

                  The Company's ability to continue as a going concern is
                  dependent upon future profitability and its ability to obtain
                  additional or alternative financial support from shareholders
                  or others if required. The financial statements do not include
                  any adjustments that might be necessary if the Company is
                  unable to continue as a going concern.

                  Management's plans include continuing to actively pursue new
                  revenue sources as well as obtaining financing through private
                  placements of debt securities and long term financing. There
                  can be no assurance that the Company will be able to fulfill
                  these plans.




                                      F-11


<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

             None.

                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

         Our officers and directors are as follows:

  Name               Age            Position
  ----               ---            --------

  Samuel Singal       52            Chairman of the Board, Chief Operating
                                        Officer and sole Director

  Joseph Byck         68            Treasurer

  Monika Runge        25            Secretary

Mr. Samuel Singal was our founder and the founder of our principal subsidiary,
CM300. Mr. Singal has been our Chairman and Chief Operating Officer since 1998
and the President of CM300 since 1996. From 1994 until 1996, Mr. Singal was
employed at Cybermind Systems, where he held the position of President.

Mr. Joseph Byck has been the Marketing Director of CM300 since 1996. Mr. Byck
has been our Treasurer since July 1999. From 1994 to 1999, Mr. Byck was the
president of Herbs International Corp., a company that manufactures specialty
herbal products related to the neutralizing effects of alcohol.

Ms. Monika Runge has been employed by CM300 since February 1999. From February
1997 to date, Ms. Runge has been a student for a degree in business
administration at York University, Ontario and from September 1996 to February
1997 she was a student at Trinity Western University in British Columbia. From
May 1994 to September 1996, Ms. Runge held various positions with Cybermind
Canada Inc.

Board Meetings and Committees

During the fiscal year ended December 31, 2000, our board of directors took
unanimous written action on three occasions. The board did not hold any
meetings. The board of directors has established no committees. Directors serve
for a term of one year after election or until their earlier resignation or
their successor is elected or appointed and qualified.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our
officers, directors and persons who beneficially own more than ten percent of a
registered class of our equity securities ("ten-percent shareholders") to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission. Officers, directors and ten-percent shareholders are also required
to furnish us with copies of all Section 16(a) forms they file. Based solely on
our review of the copies of such forms furnished to us, and written
representations that no other reports were required, we believe that during the
fiscal year ended December 31, 2000, all of our officers, directors and
ten-percent shareholders complied with the Section 16(a) reporting Requirements.

                                       9
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION.

We currently do not pay a salary to Messrs. Singal or Byck. In lieu of
compensation in fiscal year 2000 we paid consulting fees to Mr. Byck in the
amount of $15,369. We pay a monthly salary of $1,280 to Ms. Runge.

Option Grants

No options were granted to executives in the fiscal year ended December 31,
2000.

Remuneration of the Board of Directors

A director who is an employee does not receive any compensation as a director.
There is no plan in place for compensation of persons who are directors who are
not our employees.

Keyman Life Insurance

We do not own life insurance covering the death of any officer, director or key
employee.

Employment Contracts

None of our executive officers are employed under a written contract of
employment.

Stock Option Plans

We have a Performance Equity Plan adopted in 1998 by the board which provides
for the issuance of stock-based awards for up to 520,000 shares of common stock.
The awards under this plan may be granted separately or together with other
awards. The awards include only non-incentive stock options, stock bonuses and
cash payment awards. Incentive stock options may only be granted to persons who
are our employees. Other forms of awards may be granted to consultants,
directors, employees and officers of the company.

We have a Performance Equity Plan adopted in 2001 by the board which provides
for the issuance of stock based awards for up to 4,000,000 shares of common
stock. The awards under this plan may be granted separately or together with
other awards. The awards include non-incentive stock options, stock bonuses,
restricted stock and stock appreciation rights. The awards may be granted to
consultants, directors, employees and officers of CyberMark and CM300. We have
issued awards relating to 4,000,000 shares of common stock under this plan all
of which have been exercised.

We have also issued options outside the above plans to acquire up to 180,000
shares of common stock.


                                       10
<PAGE>


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

The following table sets forth information as of April 5, 2001 information
regarding the beneficial ownership of our common stock based upon the most
recent information available to us for (i) those persons or group of persons
known by us to beneficially own more than five percent (5%) of our voting
securities, (ii) each director and director-nominee of Cyber Mark and (iii) all
executive officers and directors as a group.

                                                                 Percent of
                                     Number of Shares          Ownership of
                                      of Common Stock          Common Stock
 Name of Beneficial Owner           Beneficially* Owned         Outstanding
-------------------------           -------------------        ------------

Samuel Singal. . . . . . . . . . .       7,666,000 (1)              41%

Directors and officers
    as a group (1 person) . . . . .      7,666,000                  41%

--------------------------------
*  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. Shares of common stock
   issuable upon the exercise of options or warrants currently
   exercisable, or exercisable or convertible within 60 days, are deemed
   outstanding for computing the percentage ownership of the person
   holding such options or warrants but are not deemed outstanding for
   computing the percentage ownership of any other person.

(1)      The address for Mr. Singal is care-of Cyber Mark International Corp. at
         359 Enford Road, Unit 1, Richmond Hill, Ontario, Canada L4C 3G2.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         None.


                                     PART IV

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

          (a)      Exhibits Filed.

                   See Exhibit Index appearing later in this Report.

          (b)      Reports on Form 8-K.

                   None.


                                       11
<PAGE>


                                   SIGNATURES


In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                                  CYBER MARK INTERNATIONAL CORP.
                                  (Registrant)

Dated: April 25, 2001
                                  By:  /s/ Samuel Singal
                                    -------------------------------------------
                                  Name:  Samuel Singal
                                  Title:  President and Chief Operating Officer
                                          (Chief Operating Officer and Chief
                                          Financial Officer of the Registrant)


                                       12

<PAGE>


                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
                                                                     Incorporated
Exhibit                                                           By Reference from       No. in
Number         Description                                             Document           Document
-------        -----------                                        ---------------        --------
<S>            <C>                                                   <C>                   <C>         <C>
3.1            Certificate of Incorporation                               A                 3.1

3.2            By-Laws                                                    A                 3.2

4.1            Form of Common Stock Certificate                           A                 4.1

10.1           1998 Performance Equity Plan                               A                10.1

10.2           2000 Performance Equity Plan                               B                 4.2

10.3           Stock Option Agreement between James Runge and             B                 4.3
               Registrant

10.4           Stock Option Agreement between Allan Fryman and            B                 4.4
               Registrant

10.5           Stock Option Agreement between Israel Ellis and            B                 4.5
               Registrant

10.6           Stock Option Agreement between Joseph Byck and             B                 4.6
               Registrant

21             Subsidiaries of Registrant                                 A                21.1

23             Consent of Citrin Cooperman & Company LLP,                 __                __             Filed
               independent auditors in respect of Form S-8                                               herewith

99             Risk Factors                                               __                __             Filed
                                                                                                         herewith
</TABLE>

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

A.       Registrant's Registration Statement on Form 10-SB filed August 3, 1999
         (File No. 0-26919).

B.       Registrant's Registration Statement on Form S-8 filed January 17, 2000
         (File No. 333-53808).


                                       13