---

---

SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

---

FORM 10-KSB/A

|/x/                                         |  | AMENDMENT NO. 1 TO THE 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 UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934                         

For the transaction period from            to

Commission File Number 00-23527

---

eSOFT, INC.(Exact name of Small Business Issuer in Its Charter)

|Delaware                                                                                           |  | 84-0938960                          
|-------------------------------------------------------------------------------------------------- |  | ------------------------------------
|(State or Other Jurisdiction of
Incorporation or Organization)                                     |  | (I.R.S. Employer Identification No.)
|295 Interlocken Boulevard, Suite 500,
Broomfield, Colorado(Address of Principal Executive Offices) |  | 80021(Zip Code)                     

(303) 444-1600(Issuer's Telephone Number, Including Area Code)

Securities
registered under Section 12(b) of the Exchange Act:NoneSecurities registered under Section 12(g) of the Exchange Act:Common Stock, par value $.01 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./x/ Yes    / / No

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

The issuer's revenues for its most recent fiscal year were: $8,771,000.

The
aggregate market value of the issuer's voting common stock held as of March 1, 2001 by non-affiliates was $18,002,444.

As
of March 1, 2001, registrant had 15,564,867 shares of its $0.01 par value common stock outstanding.

Transactional
Small Business Disclosure Format.Yes / /    No /x/

DOCUMENTS INCORPORATED BY REFERENCE

The information required by Part III (Items 9, 10, and 12) is incorporated by reference to portions of this registrant's definitive proxy statement
for its 2001 Annual Meeting of Stockholders, as filed with the Securities and Exchange Commission on March 28, 2001.

---

---

---

TABLE OF CONTENTS

|                                                                           |  | Page
|-------------------------------------------------------------------------- |  | ----
|PART III                                                                   |  |     
|Item 11.    Security Ownership of Certain Beneficial Owners and Management |  | 1   

i

---



PART III

ITEM 11.        SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding the ownership of the Company's Common Stock as of March 15, 2001 by: (i) each director
and nominee for director; (ii) each of the executive officers named in the Summary Compensation Table; (iii) all executive officers and directors of the Company as a group; and
(iv) all those known by the Company to be beneficial owners of more than five percent of its Common Stock.

Beneficial Ownership(2)Beneficial Owner(1)

Number of
Shares

Percent of
TotalGateway Companies, Inc(3)
4545 Towne Centre Court
San Diego, CA 92121

2,377,160

13.7
%Brown Simpson Group(4)
Carnegie Hall Tower, 40th Floor
152 West 57th Street
New York, NY 10019

1,518,999

9.2Philip L. Becker
9502 Roe Circle
Franktown, CO 80116

877,000

5.6Jeffrey J. Finn(5)

596,360

3.7Amy Beth Hansman(6)

153,718

1.0Robert C. Hartman(7)

230,100

1.5Jason M. Rollings(8)

141,800

*James DeSorrento(9)

105,000

*Richard D. Eyestone(10)

85,000

*Frederick Frank(11)

136,400

*Richard B. Rice(12)

20,000

*William Scott Hickman

2,000

*Brian E. Cohen

203,656

1.3All executive officers and directors as a group (8 persons)(13)

1,468,378

8.8
%


---

1

---

2

---

SIGNATURES

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

| |  | eSOFT, INC.
| |  | -----------
| |  | By:        

Date: January 18, 2002

In
accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

|Signature                            |  | Title                                                                               |  | Date            
|------------------------------------ |  | ----------------------------------------------------------------------------------- |  | ----------------
|                                     |  |                                                                                     |  |                 
|/s/JEFFREY FINN*Jeffrey Finn         |  | President, Chief Executive Officer and Director(Principal Executive Officer)        |  | January 18, 2002
|/s/AMY BETH HANSMANAmy Beth Hansman  |  | Vice President of Finance and Secretary(Principal Financial and Accounting Officer) |  | January 18, 2002
|/s/JAMES DESORRENTO*James DeSorrento |  | Director                                                                            |  | January 18, 2002
|/s/RICHARD EYESTONE*Richard Eyestone |  | Director                                                                            |  | January 18, 2002
|/s/RICHARD RICE*Richard Rice         |  | Director                                                                            |  | January 18, 2002
|/s/FREDERICK FRANK*Frederick Frank   |  | Director                                                                            |  | January 18, 2002

|*By: |  | /s/AMY BETH HANSMANAmy Beth Hansman Attorney-in-Fact |  | 
|---- |  | ---------------------------------------------------- |  | 

---

QuickLinks