SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

(Mark One)
   [X] Annual report under 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 (No fee required) for the transition period from to

         Commission file number: 000-29601
                                 ---------

                              Cybercosmetics, Inc.
                 (Name of Small Business Issuer in Its Charter)



                    Nevada                          88-0360533
                    ------                          ----------
       (State or Other Jurisdiction of           (I.R.S. Employer
        Incorporation or Organization)          Identification No.)

            268 West 400 South, Suite 300, Salt Lake City, Utah 84101
            ---------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


                                 (801) 575-8073
                (Issuer's Telephone Number, Including Area Code)


Securities registered under Section 12(b) of the Exchange Act:

       Title of Each Class            Name of each Exchange on Which Registered
       -------------------            ------------------------------------------
 Common Stock ($0.001 Par Value)                         None

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 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 ].

The issuer's  total  consolidated  revenues for the year ended December 31, 2000
were $ 0.

At December  31,  2000,  the number of shares  outstanding  of the  registrant's
Common Stock, $0.001 par value (the only class of voting stock), was 2,042,000.

<PAGE>

                                TABLE OF CONTENTS

                                     PART I
                                                                            Page


Item 1.     Description of Business............................................1

Item 2.     Description of Property............................................5

Item 3.     Legal Proceedings..................................................5

Item 4.     Submission of Matters to a Vote of Security-Holders................5


                                                PART II

Item 5.     Market for Common Equity and Related Stockholder Matters...........5

Item 6.     Management's Discussion and Analysis or Plan of Operation..........6

Item 7.     Financial Statements...............................................7

Item 8.     Changes in and Disagreements With Accountants on
            Accounting and Financial Disclosure...............................10

                              PART III

Item 9.     Directors and Executive Officers..................................10

Item 10.    Executive Compensation............................................10

Item 11.    Security Ownership of Certain Beneficial Owners and Management....11

Item 12.    Certain Relationships and Related Transactions....................12

Item 13.    Exhibits and Reports on Form 8-K..................................12

            Signatures........................................................13

<PAGE>

                                     PART I

ITEM 1.           DESCRIPTION OF BUSINESS

History

Cybercosmetics,  Inc. (the "Company") was formed as a Nevada corporation on June
3, 1996, for the purpose of specializing in Internet "virtual mall" development.
The  Company  was one of over 40  related  companies  whose plan was to create a
virtual mall with theme based stores to sell merchandise over the Internet.  The
Company's former parent,  Axia Group, Inc. (f/k/a CyberAmerica  Corporation),  a
fully reporting company under the Exchange Act of 1934,  through its now defunct
subsidiary  CyberMalls,  Inc.  was in the process of  developing  a  specialized
search  engine.  This  search  engine was  designed to assist  consumers  in the
purchase  of  products  by  narrowing  the  number of  responses  received  when
searching for a specific  product.  However,  due to a lack of necessary funding
CyberMalls,  Inc.'s  plans  to  create  the  search  engine  were  discontinued.
Consequently,  the plans to create a virtual  mall with at least 40 theme  based
stores with the 40 related companies including the Company's theme based virtual
store were  abandoned.  The Company  became a "blank  check" or "shell"  company
during the last quarter of 1996 as a result of the  inability  of the  Company's
then  parent  to  sufficiently  fund the  Company's  planned  operations  and is
currently seeking a business or businesses to acquire.

General

The Company is a "blank check" or "shell" corporation that seeks to identify and
complete a merger or acquisition  with a private entity whose business  presents
an opportunity for Company  shareholders.  The Company's  management will review
and evaluate business ventures for possible mergers or acquisitions. The Company
has not yet  entered  into any  agreement,  nor does it have any  commitment  or
understanding  to enter into or become engaged in a transaction,  as of the date
of this filing.  Further, the business objectives discussed herein are extremely
general  and are not  intended  to  restrict  the  discretion  of the  Company's
management.

A decision to participate in a specific business  opportunity will be made based
upon a Company analysis of the quality of the prospective business opportunity's
management and personnel, asset base, the anticipated acceptability of business'
products or marketing concepts, the merit of a business plan, and numerous other
factors which are difficult,  if not impossible,  to analyze using any objective
criteria.

Selection of a Business

The Company  anticipates that potential business  opportunities will be referred
from  various  sources,  including  its  officers  and  directors,  professional
advisors,  securities broker-dealers,  venture capitalists,  persons involved in
the financial community,  and others who may present unsolicited proposals.  The
Company  will not  engage  in any  general  solicitation  or  advertising  for a
business opportunity,  and will rely on the personal contacts of Richard Surber,
its  sole  officer  and  director  and  his  affiliates,  as  well  as  indirect
associations with other business and professional people.  Management's reliance
on "word of mouth"  may limit the  number of  potential  business  opportunities
identified.  While it is not presently  anticipated that the Company will engage
unaffiliated   professional  firms  specializing  in  business  acquisitions  or
reorganizations,  such firms may be retained if management  deems it in the best
interest of the Company.  Finder's fees paid to professional  acquisition  firms
could involve  one-time  cash  payments,  payments  based on a percentage of the
business  opportunity's  revenues or product  sales volume,  payments  involving
issuance of securities  (including those of the Company),  or any combination of

                                       1
<PAGE>

these or other compensation arrangements. Consequently, the Company is unable to
predict the cost of utilizing  such  services.  As of the filing date there have
been  no  discussions,   agreements  or  understandings  with  any  professional
advisors,  financial  consultants,  broker-dealers or venture  capitalists.  The
Company's  present  intentions  are to rely upon its  president  to effect those
services normally provided by professional advisors or financial consultants.

The Company will not restrict its search to any particular  business,  industry,
or geographical  location.  Management  reserves the right to evaluate and enter
into any type of business in any location.  In seeking a business  venture,  the
decision of management will not be controlled by an attempt to take advantage of
any anticipated or perceived appeal of a specific  industry,  management  group,
product,  or industry,  but will be based on the  business  objective of seeking
long-term capital appreciation. The Company may participate in a newly organized
business  venture  or in a more  established  business.  Participation  in a new
business  venture entails greater risks since, in many instances,  management of
such a venture may not have a proven track record;  the eventual market for such
venture's  product  or  services  will  likely  not  be  established;   and  the
profitability  of the venture  will be untested  and  impossible  to  accurately
forecast.  Should the Company  participate in a more established venture that is
experiencing  financial difficulty,  risks may stem from the Company's inability
to generate sufficient funds to manage or reverse the circumstances causing such
financial problems.

The analysis of new businesses will be undertaken by or under the supervision of
Richard  Surber,   the  Company's  sole  officer  and  director.   In  analyzing
prospective businesses,  Richard Surber will consider, to the extent applicable,
the  available  technical,  financial  and  managerial  resources  of any  given
business  venture.  Management  will also  consider  the nature of  present  and
expected  competition;   potential  advances  in  research  and  development  or
exploration;   the  potential  for  growth  and  expansion;  the  likelihood  of
sustaining a profit within given time frames;  the perceived public  recognition
or   acceptance   of  products,   services,   trade  or  service   marks;   name
identification;  and other relevant  factors.  The Company  anticipates that the
results of  operations of a specific  business  venture may not  necessarily  be
indicative  of the  potential  for future  earnings,  which may be impacted by a
change in marketing strategies,  business expansion, modifying product emphasis,
changing or substantially augmenting management, and other factors.

The Company will analyze all relevant factors and make a determination  based on
a composite of available information, without reliance on any single factor. The
period within which the Company will decide to  participate  in a given business
venture  cannot be predicted and will depend on certain  factors,  including the
time involved in  identifying  businesses,  the time required for the Company to
complete  its  analysis  of  such  businesses,  the  time  required  to  prepare
appropriate  documentation  to  effect  a  merger  or  acquisition,   and  other
circumstances.

Acquisition of a Business

The implementing of a structure that will effect any given business transaction,
may cause the Company to become a party to a merger, consolidation, purchase and
sale of assets,  purchase or sale of stock,  or other  reorganization  involving
another corporation, joint venture, partnership or licensee. The exact structure
of  the   anticipated   business   transaction   cannot   yet   be   determined.
Notwithstanding  the above,  the  Company  does not intend to  participate  in a
business through the purchase of minority stock  positions.  In other words, the
Company  does not  intend  to  merely  buy non  controlling  interests  in other
businesses.  Rather, its current focus is to acquire a controlling interest in a
business. Upon the completion of a transaction,  it is likely that the Company's
present  management will no longer control Company affairs.  Further, a majority
or all of the  Company's  present  directors  may,  as  part of the  terms  of a
prospective  business  transaction,  resign  and be  replaced  by new  directors
without a vote of the Company's shareholders.

                                       2
<PAGE>

In connection  with the Company's  merger or acquisition of a business  venture,
the present shareholders of the Company,  including Richard Surber, sole officer
and director,  may, as a negotiated part of the  transaction,  sell a portion or
all of the  Company's  Common Stock held by them at a  significant  premium over
their original investment in the Company. If the Company's current  shareholders
sell  their  stock as part of a  merger/acquisition,  they may  decide to sell a
controlling  interest  (i.e.,  over  50%) of the  Company  to the  other  entity
(including such other entity's  shareholders and affiliates) which  participates
in the  merger/acquisition.  The other entity might only buy shares from Richard
Surber  and/or Axia Group,  Inc., or it might only buy enough shares to obtain a
controlling  interest in the Company.  However,  there is no degree of certainty
that the other entity will buy any of the Company's shares, whether from Richard
Surber or any other shareholder. Conversely, it is possible the other entity may
offer to buy out all or most of the shareholders'  stock at prices comparable to
those  offered to Richard  Surber or Axia Group,  Inc.  It is possible  that the
entity may pay a higher price for shares belonging to insider  shareholders than
for  shares  belonging  to  non-insider  shareholders.  Although  the  Company's
insiders have no present  intentions to buy shares from other insiders,  it is a
possibility that insiders could buy shares from other insiders.  Management does
not intend to actively negotiate for or otherwise require the purchase of all or
any portion of its stock as a condition  to or in  connection  with any proposed
merger or  acquisition.  Although the  Company's  present  shareholders  did not
acquire their shares of Common Stock with a view towards any subsequent  sale in
connection with a business  reorganization,  it is not unusual for affiliates of
the entity  participating in the  reorganization to negotiate to purchase shares
held by the present shareholders.  This is done in order to reduce the amount of
shares held by persons no longer  affiliated with the Company and thereby reduce
the potential  adverse impact on the public market in the Company's common stock
that could  result  from  substantial  sales of such shares  after the  business
reorganization.  Public  investors  will not  receive any portion of the premium
that may be paid in the  foregoing  circumstances.  Furthermore,  the  Company's
shareholders  may not be  afforded an  opportunity  to approve or consent to any
particular stock buy-out transaction.

In the event sales of shares by present  shareholders of the Company,  including
Richard  Surber,  are a negotiated  part of a future  merger or  acquisition,  a
conflict of interest may arise since Richard Surber will be negotiating  for the
merger or  acquisition on behalf of the Company and for the sale of their shares
for their own respective  accounts.  Where a business opportunity is well suited
for merger or  acquisition  by the Company,  but  affiliates of the  prospective
business  opportunity  impose a condition that  management  sell its shares at a
price which is unacceptable to them,  management may not sacrifice its financial
interest  for the  Company  to  complete  the  transaction.  Where the  business
opportunity is not well suited,  but the price offered management for its shares
is high,  management  may be  inclined  to effect  the  acquisition  in order to
realize a  substantial  gain on its shares in the  Company.  Management  has not
adopted any policy for resolving the foregoing potential conflicts,  should they
arise,  and does not  intend to obtain an  independent  appraisal  to  determine
whether any price that may be offered for its shares is fair.  Shareholders must
rely,  instead,  on the  obligation of management to fulfill its fiduciary  duty
under  state  law  to  act  in  the  best  interests  of  the  Company  and  its
shareholders.

Although the terms of any registration  rights and the number of securities,  if
any,  which may be  registered  cannot be  determined  at this  time,  it may be
expected  that any  registration  of  securities  by the  Company  would  entail
substantial expense to the Company.

The issuance of substantial  additional securities and their potential sale into
any trading  market  which may develop in the  Company's  securities  may have a
depressive effect on such market.

                                        3
<PAGE>

While the actual  terms of a  transaction  to which the  Company  may be a party
cannot be  determined  at this time,  it may be expected that the parties to any
business  transaction  will  find  it  desirable  to  structure  the  merger  or
acquisition as a so-called  "tax-free" event under sections 351 or 368(a) of the
Internal  Revenue  Code of 1986  (the  "Code").  In  order  to  obtain  tax-free
treatment under section 351 of the Code, it would be necessary for the owners of
the acquired  business to own 80% or more of the voting  stock of the  surviving
entity.  In such event,  the  shareholders of the Company would retain less than
20% of the  issued  and  outstanding  shares of the  surviving  entity.  Section
368(a)(1)  of the Code  provides  for  tax-free  treatment  of certain  business
reorganizations  between corporate entities where one corporation is merged with
or acquires the  securities  or assets of another  corporation.  Generally,  the
Company   expects  to  be  the   acquiring   corporation   in  such  a  business
reorganization,  and the tax-free status of the  transaction  will not depend on
the issuance of any specific  amount of the Company's  voting  securities  under
Section 368. The acquiring  corporation  will issue securities in such an amount
that the  shareholders of the acquired  corporation will hold 50% or more of the
voting  stock of the  surviving  entity.  Consequently,  there is a  substantial
possibility  that  the  shareholders  of the  Company  immediately  prior to the
transaction  would retain less than 50% of the issued and outstanding  shares of
the  surviving  entity.  Therefore,  regardless  of the  form  of  the  business
acquisition,  it may be anticipated that  stockholders  immediately prior to the
transaction  will  experience a  significant  reduction in their  percentage  of
ownership in the Company.

Notwithstanding  the  fact  that the  Company  is  technically  the  merging  or
acquiring entity in the foregoing  circumstances,  generally accepted accounting
principles will ordinarily  require that such transaction be accounted for as if
the  Company had been  acquired by the other  entity  owning the  business  and,
therefore, will not permit a write-up in the carrying value of the assets of the
other company.

The manner in which the Company  participates  in a business  will depend on the
nature of the  business,  the  respective  needs and  desires of the Company and
other  parties,  the  management of the business,  and the relative  negotiating
strength of the Company and such other management.

The  Company  will  participate  in a business  only after the  negotiation  and
execution  of  appropriate  written  agreements.  Although  the  terms  of  such
agreements  cannot be determined at this time,  generally such  agreements  will
require specific  representations  and warranties by all of the parties thereto,
will specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to such closing,
will outline the manner of bearing costs if the transaction is not closed,  will
set forth remedies on default, and will include miscellaneous other terms.

Operation of Business After Acquisition

The Company's  operation  following its merger or acquisition of a business will
be  dependent  on the nature of the  business  and the  interest  acquired.  The
Company is unable to  determine  at this time  whether  the  Company  will be in
control of the business or whether present  management will be in control of the
Company  following  the  acquisition.  It may be expected that the business will
present various risks, which cannot be predicted at the present time.

Government Regulation

It is  impossible  to anticipate  government  regulations,  if any, to which the
Company may be subject until it has acquired an interest in a business.  The use
of assets to conduct a business  which the Company may acquire  could subject it
to  environmental,   public  health  and  safety,  land  use,  trade,  or  other
governmental  regulationsand state or local taxation. In selecting a business in
which to acquire an interest,  management  will  endeavor to  ascertain,  to the
extent of the limited  resources of the Company,  the effects of such government

                                        4
<PAGE>
regulation on the prospective business of the Company. In certain circumstances,
however,  such as the  acquisition of an interest in a new or start-up  business
activity,  it may not be  possible to predict  with any degree of  accuracy  the
impact of  government  regulation.  The  inability  to  ascertain  the effect of
government   regulation  on  a  prospective  business  activity  will  make  the
acquisition of an interest in such business a higher risk.

Competition

The  Company  will be  involved  in  intense  competition  with  other  business
entities,  many of which will have a competitive edge over the Company by virtue
of their stronger financial resources and prior experience in business. There is
no assurance that the Company will be successful in obtaining  suitable business
opportunities.

Employees

The Company is a  development  stage  company and  currently  has no  employees.
Executive  officers  will devote only such time to the affairs of the Company as
they deem appropriate, which is estimated to be approximately 5 hours per month.
Management of the Company expects to use consultants, attorneys, and accountants
as necessary,  and does not anticipate a need to engage any full-time  employees
so long as it is identifying and evaluating  businesses.  The need for employees
and their  availability  will be addressed in connection with a decision whether
or not to acquire or participate in a specific business venture.

ITEM 2.           DESCRIPTION OF PROPERTY

The Company  currently  maintains its offices at 268 West 400 South,  Suite 300,
Salt Lake City, Utah 84101. The building is owned by Canton's  Commercial Carpet
Corporation,  a  majority  owned  subsidiary  of Axia  Group,  Inc.  which  is a
substantial  shareholder of the Company. The Company pays no rent for the use of
this  address.  The Company  does not  believe  that it will need to maintain an
office at any time in the  foreseeable  future in order to carry out the plan of
operation described herein.

ITEM 3.           LEGAL PROCEEDINGS

The Company is currently not a party to any legal proceedings.

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

No matter was  submitted  during to fiscal year covered by this report to a vote
of security holders, therefore rendering this item inapplicable.

                                     ART II

ITEM 5.           MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON
                  EQUITY AND OTHER SHAREHOLDER MATTERS

The Company currently has no public trading market.  The Company intends to file
a Form 15c-(2)(11) in an effort to obtain a listing on the NASD over the counter
bulletin board to create a public market.  Management believes that the creation

                                      5
<PAGE>

of a public trading market for the Company's securities would make the Company a
more attractive acquisition or merger candidate.  However, there is no guarantee
that the  Company  will obtain a listing on the NASD  over-the-counter  bulletin
board or that a public market for the Company's  securities  will develop or, if
such a market does develop, that it will continue, even if a listing on the NASD
over the counter bulletin board is obtained.

Recent Sales of Unregistered Securities

There were no sales of  unregistered  securities  during the calendar year 2000,
all prior sales of unregistered  securities were previously  reported in initial
registration statement (FORM 10-SB).

Record Holders

As of December 31, 2000, there were  Seventy-Seven  (77)  shareholders of record
holding a total of 2,042,000  shares of Common Stock.  The holders of the Common
Stock are  entitled  to one vote for each  share  held of record on all  matters
submitted  to a vote  of  stockholders.  Holders  of the  Common  Stock  have no
preemptive  rights and no right to  convert  their  Common  Stock into any other
securities. There are no redemption or sinking fund provisions applicable to the
Common Stock.

Dividends

The  Company  has not  declared  any  dividends  since  inception  and  does not
anticipate  paying any  dividends  in the  foreseeable  future.  The  payment of
dividends is within the  discretion of the Board of Directors and will depend on
the Company's earnings,  capital  requirements,  financial condition,  and other
relevant  factors.  There are no restrictions that currently limit the Company's
ability to pay dividends on its Common Stock other than those generally  imposed
by applicable state law.

ITEM 6.           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Plan of Operations

The Company's plan of operation for the coming year, as discussed  above,  is to
identify and acquire a favorable business opportunity. The Company does not plan
to  limit  its  options  to any  particular  industry,  but will  evaluate  each
opportunity on its merits. The Company anticipates that its owners,  affiliates,
and consultants will provide it with sufficient  capital to continue  operations
until  the end of the  year  2001,  but  there  can be no  assurance  that  this
expectation will be fully realized.

Results of Operations

The Company had no revenue from  continuing  operations  from inception  through
period ended December 31, 2000.

General and administrative  expenses for the period ended December 31, 2000 were
$3,250.  General and  administrative  expenses for 2000 consisted of expenses to
keep the  Company in good  corporate  standing,  fees to  Transfer  Agents,  and
minimal expenses for office and bank account administration.

The Company had a net loss of $3,250 for the period ended December 31, 2000. The

                                       6
<PAGE>

Company's   net  loss  for  fiscal   2000  was   attributable   to  general  and
administrative expenses.

The  Company  does not  expect  to  generate  any  meaningful  revenue  or incur
operating  expenses  unless and until it acquires  an  interest in an  operating
company.

Liquidity and Capital Resources

As of  December  31,  2000,  the  Company  had no major  assets.  The Company is
currently  authorized  to issue  20,000,000  shares  of common  stock,  of which
2,042,000 shares are issued and  outstanding,  and 5,000,000 shares of preferred
stock,  none of which is  outstanding  as of December  31, 2000.  Management  is
hopeful  that  becoming  a  reporting   company  will  increase  the  number  of
prospective  business ventures that may be available to the Company.  Management
believes that the Company has sufficient resources to meet the anticipated needs
of the Company's  operations  through at least the calendar year ending December
31, 2001. The Company  anticipates that its major  shareholders  will contribute
sufficient  funds to satisfy the cash needs of the Company through calendar year
ending December 31, 2001. However, there can be no assurances to that effect, as
the  Company  has no  revenues  and the  Company's  need for  capital may change
dramatically  if it acquires an interest in a business  opportunity  during that
period.  Further,  the Company has no plans to raise additional  capital through
private  placements or public  registration of its securities  until a merger or
acquisition candidate is identified.  Upon consummation of a merger, the Company
may decide to file the  necessary  and  appropriate  registration  statements to
register the  affiliates'  shares.  In addition,  the promoters or affiliates of
blank  check  companies,  as  well  as  their  transferees,  are  deemed  to  be
"underwriters"  of the  securities  issued  both  before and after any  business
combination.

The Company  projects that its operating  requirements  will not exceed  $15,000
over the next  twelve  months.  If no  acquisition  candidate  is found  for the
Company  during this time,  Axia Group,  Inc.  will loan the Company  sufficient
funds to cover  these  costs over the next twelve  months.  Richard  Surber will
provide his  expertise  in preparing  the  necessary  documentation  to keep the
Company current with its reporting  requirements  with the Securities & Exchange
Commission and those costs will accrue on the Company's  balance  sheet.  In the
event that a merger or  acquisition  occurs  over the next  twelve  months,  the
target  company  will be  responsible  for paying  these costs back to the major
shareholders,  or the major  shareholders may waive these costs depending on the
nature of the acquisition or merger transaction.

ITEM 7.           FINANCIAL STATEMENTS

The Company's  audited  financial  statements for the fiscal year ended December
31, 2000 are attached hereto as F-1 through F-8.

                                        7

<PAGE>








                               Cybercosmetics, Inc

                         Financial Statements and Report

                   Of Independent Certified Public Accountants
                                December 31, 2000


                                        8








<PAGE>

                          INDEX TO FINANCIAL STATEMENTS
                                                                            Page


Audited Balance Sheet as of December 31,
2000 and December 31, 1999...................................................F-3

Audited Statement of Operations for the years
ended December 31, 2000 and 1999and June 3,
1996 (Date of Inception) to December 31, 2000................................F-4

Audited Statement of Cash Flows for the year
ended December 31, 2000 and 1999and June 3,
1996 (Date of Inception) to December 31, 2000................................F-5

Audited Statement of Stockholder's Equity for
the year ended December 31, 2000.............................................F-6

Notes to Condensed Financial Statements.................................. ...F-7

                                      F-1

<PAGE>

[ANDERSEN ANDERSEN & STRONG, L.L.C.
941 EAST 3300 SOUTH, SUITE 202
SALT LAKE CITY, UTAH 84106
PHONE: 801-486-0096
FAX: 801-486-0098]





Board of Directors
Cybercosmetics, Inc.
Salt Lake City, Utah

         REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


We have  audited  the  accompanying  balance  sheet of  Cybercosmetics,  Inc. (a
development stage company),  at December 31, 2000 and the related  statements of
operations and stockholders' equity, and cash flows for the years ended December
31,  2000 and 19999 and the  period  from June 3, 1996  (date of  inception)  to
December 31, 2000.  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 audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of  Cybercosmetics,  Inc. at
December 31, 2000 and the results of its  operations  and its cash flows for the
years ended  December 31, 2000 and 1999,  and the period from June 3, 1996 (date
of  inception)  to December 31, 2000,  in  conformity  with  generally  accepted
accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will  continue as a going  concern.  The Company has suffered  recurring
losses  from  operations  from its  inception  and  does not have the  necessary
working capital for any future planned activity which raises  substantial  doubt
about its ability to continue as a going concern.  Management's  plans in regard
to these  matters are  described in Note 4. These  financial  statements  do not
include any adjustments that might result from the outcome of this uncertainty.


/s/ Andersen Andersen & Strong, L.L.C.
Salt Lake City, Utah
February 10, 2001

                                       F-2

<PAGE>



                              CYBERCOSMETICS, INC.
                          (A Development Stage Company)
                                  Balance Sheet
                             As Of December 31, 2000



                                                              --------------
                                 Assets
CURRENT ASSETS
            Cash in bank                                     $            15
                                                                           -
                                                              --------------
                            Total Current Assets                          15
                                                              ==============




                  Liabilities and Stockholders' Equity
CURRENT LIABILITIES
Accounts payable                                             $           200
Accounts payable - related parties                                     2,705
                                                              --------------
                            Total Current Liabilities                  2,905
                                                              --------------

Stockholders' equity:
     Preferred stock, $.001 par value,
     authorized, 5,000,000 shares
           No shares issued                                                -
     Common stock, $.001 par value, s
           authorized, 20,000,000 share
           shares issued and outstanding:
           2,042,000                                                   2,042
     Additional paid-in capital                                          324
     Deficit accumulated during development stage                     (5,256)
                                                              --------------
                                                                      (2,890)
                                                              --------------

                                                             $            15

                                                              ==============


The accompanying notes are an integral part of these financial statements

                                       F-3

<PAGE>



                              CYBERCOSMETICS, INC.
                          (A Development Stage Company)
                             Statement of Operations
                   Years ended December 31, 2000 and 1999 and
                 Period From June 3, 1996 (Date of Inception) to
                                December 31, 2000


<TABLE>
<CAPTION>


                                                                December 31,        December 31,       Inception to
                                                                    2000                1999           December 31,
                                                                                                           2000
                                                              ----------------    ----------------   -----------------
<S>                                                         <C>                 <C>                <C>


Revenue: None                                                $               -   $               -  $                -
                                                              ----------------    ----------------   ------------------
Expenses:
General and administrative                                               3,250               1,006               5,256
                                                              ----------------    ----------------   -----------------
                                                                         3,250               1,006               5,256

                  Net Loss                                              (3,250)             (1,006)             (5,256)
                                                              ================    ================   =================

Net Loss per common share - basic                            $               -   $               -

                                                             =================    ================

Weighted average number of shares outatanding-
basic                                                                2,042,000           1,042,822

                                                             =================    ================

</TABLE>

    The accompanying notes are an integral part of these Financial Statements

                                       F-4

<PAGE>

                              CYBERCOSMETICS, INC.
                          (A Development Stage Company)
                            Statements of Cash Flows
                     Years ended December 31, 2000 and 1999
                 Period From June 3, 1996 (Date of Inception) to
                                December 31, 2000

<TABLE>
<CAPTION>


                                                                December 31,        December 31,       Inception to
                                                                    2000                1999           December 31,
                                                                                                           2000
                                                              ----------------    ----------------   -----------------
<S>                                                         <C>                 <C>                <C>

Cash flows from operating activities:
     Net (loss)                                              $          (3,250)  $          (1,006) $           (5,256)
          Adjustments to reconcile net loss to net cash
           used in operating activities:
               Increase in accounts payable                              2,905                   -               2,905
               Services and expenses paid with common stock              2,905               1,006               1,006
                                                              ----------------    ----------------   -----------------
        Total Adjustments                                                2,905               1,006               3,911
                                                              ----------------    ----------------   -----------------
             Net cash (used) by operating activities                      (345)                  -              (1,345)
                                                              ----------------    ----------------   -----------------

Cash flows from financing activities                                         -                   -                   -
                                                              ----------------    ----------------   -----------------

        Capital contributions by incorporators                               -                   -               1,000
        Stock subscriptions collected                                      360           -                         360
                                                              ----------------    ----------------   -----------------
             Net cash provided by financing activities                     360                   -               1,360
                                                              ----------------    ----------------   -----------------

Net increase in cash                                                        15                   -                  15

Cash, beginning                                                              -                   -                   -
                                                              ----------------    ----------------   -----------------

Cash, ending                                                 $              15   $               -  $               15

SUPPLEMENTAL SCHEDULE OF NON-CASH                            =================    ================   =================
INVESTINGINVESTING AND FINANCING ACTIVITIES:
Issuance of common stock for services and expenses           $               -               1,006  $            1,006

                                                             =================    ================   =================
</TABLE>



    The accompanying notes are an integral part of these Financial Statements

                                       F-5

<PAGE>

                              CYBERCOSMETICS, INC.
                          (A Development Stage Company)
                  Statement of Changes In Stockholders' Equity
        Period From June 3, 1996 (Date of Inception) to December 31, 2000

<TABLE>
<CAPTION>


                                                                                Additional
                                                    Common Stock                  Paid-in         Accumulated
                                           --------------------------------
                                               Shares           Amount            Capital           Deficit              Total
                                           -------------    ---------------   ---------------   ----------------    ---------------
<S>                                           <C>         <C>               <C>               <C>                 <C>

Issuance of common stock to
incorporators for cash - May 21, 1996 at
$0.001                                         1,000,000   $          1,000  $              -  $               -   $          1,000
Net loss for the period from February 15,              -                  -                 -             (1,000)            (1,000)
1996 (date of inception) to Dec. 31, 1997

Balance December 31, 1997                      1,000,000              1,000                               (1,000)
Results of operations year ended Dec. 31,              -                  -                 -                  -                  -
1998
Balance December 31, 1998                      1,000,000              1,000                 -             (1,000)                 -

Issuance of common stock for services -
Dec. 15, 1999 at $0.001                        1,006,000              1,006                 -                  -              1,006
Shares subscribed- Dec. 16, 1999 at $0.01         36,000                 36               324                  -                360
Subscriptions not collected until February                                                                                     (360)
3, 2000
Results of operation year ended December               -                  -                 -             (1,006)            (1,006)
31, 1999
                                           -------------    ---------------   ---------------   ----------------    ---------------
Balance at December 31, 1999                   2,042,000   $          2,042  $            324  $          (2,006)  $              -
Subscriptions collected Feb. 3, 2000                   -                  -                 -                  -                360
Results of operations year ended 2000                  -                  -                 -             (3,250)            (3,250)
December
31,  2000
Balance December 31, 2000                      2,042,000              2,042               324             (5,256)            (2,890)

                                           =============    ===============   ===============   ================    ===============


                                           =============    ===============   ===============   ================    ===============
</TABLE>

    The accompanying notes are an integral part of these Financial Statements

                                       F-6

<PAGE>



                              CYBERCOSMETICS, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements


1.       Organization

The  Company was  incorporated  under the laws of the State of Nevada on June 3,
1996 with the name of  "Cybercosmetics,  Inc." with  authorized  common stock of
20,000,000  shares  at $0.001  par  value,  and  authorized  preferred  stock of
5,000,000 shares at $0.001 par value.

The Company is in the  development  stage and has not commenced any  significant
operations.

2.       Summary of Accounting Policies

Accounting Methods

The  Company  recognized  income and  expenses  based on the  accrual  method of
accounting.

Dividend Policy

The Company has not adopted a policy regarding payment of dividends.

Income Taxes

At December 31,  2000,  the Company had a net  operating  loss  carryforward  of
$5,256.  The tax benefit  from the loss carry  forward has been duly offset by a
valuation reserve because use of future tax benefit is undeterminable  since the
Company has no operations.  The net operating loss will expire  starting in 2011
through 2020.

Earnings (Loss) Per Share

Earnings  (loss) per share  amounts are computed  based on the weighted  average
number of shares actually outstanding in accordance with FASB No. 128.

Financial Instruments

The carrying amounts of financial instruments are considered by management to be
their estimated fair values.

Estimates and Assumptions

Management uses estimates and assumptions in preparing  financial  statements in
accordance with generally accepted  accounting  principles.  Those estimates and
assumptions  affect the  reports  amounts of the  assets  and  liabilities,  the
disclosure of contingent  assets and liabilities,  and the reported revenues and
expenses.  Actual  results  could vary from the  estimates  that were assumed in
preparing these financial statements..

                                      F-7

<PAGE>

                              CYBERCOSMETICS, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements


3.       Related Party Transactions

The  statement  of Changes in  stockholders'  equity shows  2,042,000  shares of
common  stock  outstanding  of which  2,000,000  shares  were  issued to related
parties. At December 31, 2000, $2,705 was payable to a major stockholder and its
affiliates.

4.       Going Concern

Continuation  of the  Company as a going  concern is  dependent  upon  obtaining
additional working capital for any future planned activity and management of the
Company  will be  required  to develop a strategy  which  will  accomplish  this
objective.  There can be assurance  that the Company can be  successful  in this
effort.







                                       F-8

<PAGE>



ITEM 8.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

The Company has had no disagreements with its independent accountants.

                                    PART III

ITEM 9.           DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
                  PERSONS

The following  individual  constitutes the Company's sole Executive  Officer and
Director as of March 1, 2001.

   Name                     Age    Position
   Richard D. Surber        27     President, Secretary, Treasurer and Director

No other  persons are  expected  to make any  significant  contributions  to the
Company who are not executive officers or directors of the Company.

All  executive  officers are elected by the Board and hold office until the next
Annual  Meeting of  stockholders  and until  their  successors  are  elected and
qualify.

Richard D. Surber,  27, graduated from the University of Utah with a Bachelor of
Science  degree in Finance and then with a Juris  Doctorate  with an emphasis in
corporate law, including securities, taxation, and bankruptcy. He serves, or has
served,  as an officer and  director of the  following  public  companies:  Axia
Group,  Inc.  (f/k/a   CyberAmerica   Corporation),   a  holding  company  whose
subsidiaries  invest in real estate and provide  financial  consulting  services
(president and or secretary and director from 1992 to the present); Chattown.com
Network, Inc. (f/k/a Vaxcel, Inc.), which is unrelated to the Company (president
and director from June, 1999 to April 10, 2000); Kelly's Coffee,  Group, Inc., a
shell company whose plan is to acquire an  unidentified  company  (president and
director  from May, 1999 to the  present);  China Mall  USA.com,  Inc., a former
subsidiary  of Axia Group,  Inc.,  which  currently is a  non-reporting  Chinese
Internet  company  (president and director 1992 to June,  1999);  Youthline USA,
Inc., a shell company that  acquired an  educational  company which  distributes
education  newspapers  to children in grades K-12  (secretary  and director from
April 6, 1999 to July 29,1999); Premier Brands, Inc., a shell company (president
and director April, 1998 to September, 1998); and Golden Opportunity Development
Corporation,  a majority owned  subsidiary of Axia Group,  Inc.,  (president and
director from September,  1999 to present) whose operations consist of operating
a 134 room hotel in Baton Rouge, Louisiana; Power Exploration,  Inc., an oil and
gas company  (director  from January 28, 2000 to June 23,  2000).  Mr. Surber is
also the President and a Director of several private shell companies that intend
to become fully  reporting  public  companies.  Mr. Surber began his term as the
Company's President and Director on December 15, 1999.

ITEM 10.  EXECUTIVE COMPENSATION

No cash  compensation  was paid to Richard  Surber during the fiscal years ended
December  31,  1999 or 2000.  The  Company,  as of the filing  date,  has issued
Richard  Surber a total of  1,000,000  Shares for his  services  to the  Company
valued at $1,000.  The  Company in 1996 also  issued  Axia  Group,  Inc.  (f/k/a
CyberAmerica  Corporation)  1,000,000 shares for the organizational  cost of the
Company  valued at $1,000.  There is currently no policy in place that  prevents
the Company from compensating Richard Surber or any future officer,  director or
affiliate in the form of the  Company's shares of common stock or other non-cash

                                      -10-

<PAGE>

compensation.  The  Company  has  no  current  plans  to  compensate  any of the
aforementioned  entities in this manner in the foreseeable future.  However, the
Company may agree to register the shares pursuant to an appropriate registration
statement on or after the Company effects a merger or acquisition.

The Company has no  agreement  or  understanding,  express or implied,  with any
officer,  director or principal stockholder,  or their affiliates or associates,
regarding employment with the Company or compensation for services.  The Company
has no plan, agreement, or understanding,  express or implied, with any officer,
director or principal stockholder, or their affiliates or associates,  regarding
the  issuance  to such  persons of any shares of the  Company's  authorized  and
unissued common stock. There is no understanding  between the Company and any of
its present  stockholders  regarding  the sale of a portion or all of the common
stock currently held by them in connection with any future  participation by the
Company in a business. There are no other plans, understandings, or arrangements
whereby Richard Surber or any of the Company's principal stockholders, or any of
their affiliates or associates,  would receive funds,  stock, or other assets in
connection with the Company's participation in a business. No advances have been
made or  contemplated  by the Company to Richard  Surber or any of its principal
stockholders, or any of their affiliates or associates.

There is no policy that prevents management from adopting a plan or agreement in
the future that would provide for cash or stock based  compensation for services
rendered to the Company.

Upon the merger or  acquisition  of a  business,  it is  possible  that  current
management  will resign and be replaced by persons  associated with the business
acquired,  particularly if the Company participates in a business by effecting a
stock  exchange,  merger,  or  consolidation.  In the event that Richard  Surber
remains  after  effecting  a  business  acquisition,  his  time  commitment  and
compensation  will likely be adjusted  based on the nature and  location of such
business and the services required, which cannot now be foreseen.

No  compensation in excess of $100,000 was awarded to, earned by, or paid to any
executive  officer of the company  during the years 1998 to 2000.  The following
table  provides  summary  information  for each of the last three  fiscal  years
concerning cash and non-cash compensation paid or accrued by Richard Surber, the
Company's chief executive officer for the past three years.
<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE

                                       Annual Compensation                               Long Term Compensation
                             --------------------------------------  --------------------------------------------------------------
                                                                                 Awards                          Payouts
                                                                     ----------------------------       ----------------------------
<S>                           <C>         <C>       <C>              <C>              <C>              <C>            <C>

                                                                                       Securities
                                                                      Restricted       Underlying
                                                     Other Annual        Stock          Options           LTIP          All Other
   Name and Principal           Salary     Bonus     Compensation      Award(s)           SARs          payouts       Compensation
        Position        Year      ($)       ($)           ($)             ($)             (#)             ($)              ($)
Richard D. Surber       2000           0         -                -               -                -              -                -
Secretary, Treasurer    1999           0         -                -          $1,000                -              -                -
and Director            1998           0         -                -               -                -              -                -
</TABLE>


Compensation of Directors

Currently  there are no plans to  compensate  the  Directors  of the Company for
their services.

ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT

The  following  table  sets  forth,  as of  December  31,  2000,  the number and
percentage  of  outstanding  shares  of common  stock  which,  according  to the
information supplied to the Company, were beneficially owned by (i) each current

                                       11
<PAGE>

director of the  Company,  (ii) each current  executive  officer of the Company,
(iii) all current  directors and  executive  officers of the Company as a group,
and (iv) each person who, to the  knowledge  of the Company,  is the  beneficial
owner of more  than 5% of the  Company's  outstanding  common  stock.  Except as
otherwise  indicated,  the persons named in the table below have sole voting and
dispositive  power with  respect to all shares  beneficially  owned,  subject to
community property laws (where applicable).
<TABLE>
<S><C>                 <C>                                        <C>                             <C>

  Title of Class        Name and Address of Beneficial             Amount and Nature of            Percent of Class
                                   Ownership                       Beneficial Ownership
   Common Stock            Richard Surber, President
                           268 W. 400 S., Suite 300                     2,000,000(1)                     97.9%
                          Salt Lake City, Utah 84101
   Common Stock                Axia Group, Inc.                          1,000,000                       48.9%
                           268 W. 400 S., Suite 300
                          Salt Lake City, Utah 84101
   Common Stock           All Executive Officers and                     2,000,000                       97.9%
                             Directors as a Group
</TABLE>


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On December 31, 1999,  the Company  issued  1,006,000  shares of Common Stock to
Richard  Surber  (1,000,000),  valued  at par  ($0.001)  for  services  rendered
pursuant to Rule 701 of the  Securities Act of 1933. Mr. Surber is the President
and  Director of the Company and of Axia Group,  Inc., a 48.9%  shareholder  and
former parent of the Company.

ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits Exhibits required to be attached by Item 601 of Regulation S-B are
     listed in the Index to  Exhibits  on page 14 of this Form  10-KSB,  and are
     incorporated herein by this reference.

(b)  Reports on Form 8-K.  No  reports on Form 8-K were filed  during the period
     covered by this Form 10- KSB.

1Richard D. Surber is the  President  and CEO of Axia Group,  Inc. and therefore
has voting power over the 1,000,000  shares held by Axia Group,  Inc. Mr. Surber
personally owns 1,000,000 additional shares of the Company's stock.

                                       12

<PAGE>

                                   SIGNATURES

In  accordance  with  Section 12 of the  Securities  Exchange  Act of 1934,  the
registrant caused this registration  statement to be signed on its behalf by the
undersigned, thereunto duly authorized, this 1st day of March, 2001.

                                          Cybercosmetics, Inc.
                                           \s\ Richard Surber
                                          --------------------------------
                                          Name: Richard Surber
                                          Title: President/CEO and Director













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                                       13

<PAGE>

                                INDEX TO EXHIBITS

Exhib.    Page
No.       No.      Description

3(i)      *        Articles of Incorporation of Cybercosmetics, Inc., a
                   Nevada corporation, filed with the State of Nevada on
                   June 3, 1996.

3(ii)     *        By-laws of the Company adopted on March 27, 1996.

4         *        Employee Benefit Plan adopted on December 14, 1999.


* Incorporated by reference from Form 10-SB filed February 15, 2000.











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                                       14

<PAGE>