U.S. SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549


                           FORM 10-KSB
                         Amendment No. 1

[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, or

[    ]      Transition report pursuant to section 13 or 15(d)  of
the  Securities  Exchange act of 1934 for the  transition  period
from    to


                  Commission File No.  0-26917


                     BUYERSONLINE.COM, INC.
   (Name of Small Business Issuer as specified in its charter)

           Delaware                         87-0528557
(State or Other Jurisdiction of           (IRS Employer
Incorporation or Organization)         Identification No.)

         14870 Pony Express Road, Bluffdale, Utah 84065
      (Address of Principal Executive Offices and Zip Code)

Issuer's Telephone Number:   (801) 523-8929

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

Securities registered under Section 12(g) of the Act:

                 Common Stock, Par Value $0.0001

Check  whether  the issuer (1) filed all reports required  to  be
filed by sections 13 or 15(d) of the Exchange Act during the past
12 months (or such shorter period that the issuer 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 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.  [   ]

The   issuer's   revenues  for  its  most  recent  fiscal   year:
$7,355,559.

The aggregate market value of voting stock held by non-affiliates
computed  on the basis of the last sale price on March 30,  2001,
was $3,322,602.

As of December 31, 2000, the Registrant had outstanding 3,988,940
shares of Common Stock, par value $0.0001.

<PAGE>

Documents incorporated by reference:

     This Amendment No. 1 to the Annual Report on Form 10-KSB for
the year ended December 31, 2001, is filed to present the
information required by Item 9.  Directors, Executive Officers,
Promoters and Control Persons; Compliance with Section 16(a);
Item 10.  Executive Compensation; Item 11.  Security Ownership of
Certain Beneficial Owners and Management; and, Item 12. Certain
Relationships and Related Transactions, of Form 10-KSB.
Incorporated herein by this reference are the following Items of
Form 10-KSB included in the Annual Report on Form 10-KSB for the
year ended December 31, 2000, filed with the Securities and
Exchange Commission on April 10, 2001, a copy of which is
attached hereto as Exhibit 99.1:

ITEM NUMBER AND CAPTION                                           Page *
Part I

1.  Description of Business                                          3

2.  Description of Properties                                        8

3.  Legal Proceedings                                                8

4.  Submission of Matters to a Vote of Security Holders              8

Part II

5.   Market  for  Common Equity and  Related  Stockholder Matters    8

6.   Management's  Discussion and Analysis  of  Financial Condition  9
     and Results of Operations

7.   Financial Statements                                           11

8.   Changes in and Disagreements with Accountants                  12
     on Accounting and Financial Disclosure

Part III

13.  Exhibits and Reports on Form 8-K                               17

*    Page references are to the page where the Item begins in the
Annual  Report  on  Form 10-KSB for the year ended  December  31,
2000,  filed with the Securities and Exchange Commission on April
10, 2001

                        Table of Contents

ITEM NUMBER AND CAPTION                                            Page

9.   Directors, Executive Officers, Promoters and Control             3
     Persons; Compliance  with  Section  16(a)  of  the Exchange Act

10.  Executive Compensation                                           4

11.   Security Ownership of Certain Beneficial Owners and Management  7

12.  Certain Relationships and Related Transactions                   8

                               2
<PAGE>

  ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
   PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Directors and Officers

     The following table sets forth the names, ages, and
positions with BuyersOnline for each of the directors and
officers.

Name                Age  Positions (1)                   Since

Theodore Stern       71   Chairman  of the Board,  Chief   1999
                           Executive Officer and Director

Gary Smith           63   Director                         1999

Edward Dallin Bagley 62   Director                         1999

Steve Barnett        59   Director                         2000

Steven Scott         52   Director                         2000

G. Douglas Smith     31   Executive Vice President         1997

Paul Jarman          31   Treasurer, Secretary and         1997
                          Executive Vice President

     All directors hold office until the next annual meeting of
stockholders and until their successors are elected and qualify.
Officers serve at the discretion of the Board of Directors.

     The following is information on the business experience of
each director and officer.

     Theodore Stern retired as senior executive vice president
and member of the board of directors of Westinghouse Electric
Corporation at the end of 1992, after 34 years of service in a
variety of positions with that company.  After retiring from
Westinghouse Electric, Mr. Stern served as vice chairman of the
board of directors of Superconductivity, Inc., of Madison,
Wisconsin, a small technology company, until it was acquired in
April 1997.  Mr. Stern currently is a member of the board of
directors of Northern Power Systems of Waitsfield, Vermont, a
manufacturer of renewable generation systems.  Mr. Stern is also
self-employed as a consultant to manufacturing companies.

     Gary Smith was the founder, majority owner and former
President of HealthRider, Inc.  From 1991 until sale of the
business in 1997, he managed and directed every phase of business
and sales operations at HealthRider.  From 1997 to the present,
Mr. Smith has been self-employed as a business consultant and
advisor.

     Edward Dallin Bagley has been self-employed as an investment
and financial consultant for the past five years.  He is
currently a director of Tunex International, Inc., Gentner
Communications Corp., and NESCO Corp.

     Steve Barnett has been self-employed for the past five years
as a consultant to manufacturing and distribution companies on
improving operations and business restructuring.  He has
continued to purchase and manage privately held manufacturing
companies, as well as serving on the boards of non-owned private
companies in connection with his consulting services.  Since
1990, Mr. Barnett has been a Director of Chicago's Jewish
Federation and Jewish United Fund and a Vice Chairman of the
Board of Directors since 1997.  Currently, he is a member of the
JF/JUF Executive and Overall Planning & Allocations Committees.

      Steven  Scott  co-founded American Telecast  Corp.  with  a
partner  in  1976, which is engaged in the business of developing
television  marketing campaigns for products and  services.   Mr.
Scott is the winner of

                                  3
<PAGE>

seven NIMA awards and two PLAY awards  for
best "Program Length Advertisements" from 1992 to 1998 by the two
trade organizations in direct response television marketing.

     G. Douglas Smith joined BuyersOnline in April 1997, and is
responsible for all aspects of marketing, including brand
strategy, advertising, promotions, corporate communication, and
product development.  For six years prior to April 1997, Mr.
Smith served first as the Director of Media and then Senior Vice
President of HealthRider, Inc., an exercise equipment company
based in Salt Lake City, Utah.  At HealthRider Mr. Smith was
responsible for infomercial marketing, which was the primary
sales strategy for HealthRider products.

     Paul Jarman became employed by BuyersOnline in April 1997,
and is responsible for all facets of operations.  He also comes
to BuyersOnline from HealthRider, where he was employed from
March 1994 to August 1996, first as Texas Regional Manager for 15
retail locations, then Western Area Manager in charge of 95
retail locations, and finally Acting Director of Retail
Operations managing 250 retail locations.  In August 1996, Mr.
Jarman moved to HealthRider's marketing department as the
Director of New Product Development, where he served until April
1997.

Section 16(a) Filing Compliance

     Section 16(a) of the Securities Exchange Act of 1934
requires officers and Directors of BuyersOnline and persons who
own more than ten percent of a registered class of BuyersOnline's
equity securities to file reports of ownership and changes in
their ownership on Forms 3, 4, and 5 with the Securities and
Exchange Commission, and forward copies of such filings to
BuyersOnline.  Based on the copies of filings received by
BuyersOnline, during the most recent fiscal year the directors,
officers, and beneficial owners of more than ten percent of the
equity securities of BuyersOnline registered pursuant to Section
12 of the Exchange Act have filed on a timely basis all required
Forms 3, 4, and 5 and any amendments thereto, except Rod Smith
who failed to file on a timely basis two reports on Form 4
pertaining to three transactions, Gary Smith who failed to file
on a timely basis three reports on Form 4 pertaining to six
transactions, Paul Jarman who failed to file on a timely basis
one report on Form 4 pertaining to one transaction, Edward Dallin
Bagley who failed to file on a timely basis one report on Form 4
pertaining to two transactions, and Steve Barnett who failed to
file on a timely basis one report on Form 4 pertaining to one
transaction.

                ITEM 10.  EXECUTIVE COMPENSATION

Annual Compensation

     The table on the following page sets forth certain
information regarding the annual and long-term compensation for
services in all capacities to BuyersOnline for the prior fiscal
years ended December 31, 2000, 1999, and 1998, of those persons
who were either (i) the chief executive officer during the last
completed fiscal year or (ii) one of the other four most highly
compensated executive officers as of the end of the last
completed fiscal year whose annual salary and bonuses exceeded
$100,000 (collectively, the "Named Executive Officers").

                                  4
<PAGE>
<TABLE>
<CAPTION>
                                     Annual       Long Term
                                  Compensation   Compensation
                                                  Securities
                                                  Underlying          All Other
Name and Principal Position   Year  Salary ($)  Options/SARs(#)    Compensation ($)
<S>                            <C>   <C>           <C>                <C>
Theodore Stern                 2000    -0-           52,500           $22,400
  Chairman, Chief              1999    -0-             -0-               -0-
  Executive Officer            1998    -0-             -0-               -0-

G. Douglas Smith               2000  $113,215       200,000              -0-
    Executive Vice President   1999   $72,725        81,320              -0-
                               1998   $50,306          -0-               -0-

Paul Jarman                    2000  $113,215       200,000              -0-
    Executive Vice President   1999   $77,327          -0-               -0-
                               1998   $48,785        87,015              -0-
</TABLE>

Stock Options

      The  following  table sets forth certain  information  with
respect  to  grants  of stock options during 2000  to  the  Named
Executive Officers.
<TABLE>
<CAPTION>
                                                  % of Total
                                  Number of      Options/SARs
                                 Securities       Granted to
                                 Underlying      Employees in    Exercise or      Expiration
Name and Principal Position    Options Granted   Fiscal Year   Base Price ($/Sh)    Date
<S>                               <C>                <C>            <C>             <C>
Theodore Stern                     52,500             3.4           $5.06           April
  Chairman, Chief                                                                   2005
   Executive Officer

G. Douglas Smith                  200,000            12.8           $3.25          September
   Executive Vice President                                                         2005

Paul Jarman                       200,000            12.8           $3.25          September
   Executive Vice President                                                         2005
</TABLE>
      The  following  table sets forth certain  information  with
respect  to  unexercised  options held  by  the  Named  Executive
Officers.   No  outstanding options held by the  Named  Executive
Officers were exercised in 2000.

                                  5
<PAGE>
<TABLE>
<CAPTION>

                                 Number of Securities         Value of Unexercised
                           Underlying Unexercised Options     In-the-Money Options
                                 at Fiscal YearEnd (#)      At Fiscal Year End($)(1)
Name and Principal Position    Exercisable/Unexercisable   Exercisable/Unexercisable
<S>                               <C>                               <C>
Theodore Stern                        52,500/ -0-                   -0-/ -0-
  Chairman, Chief
  Executive Officer

G. Douglas Smith                   288,914/ 150,000                 -0-/ -0-
    Executive Vice President

Paul Jarman                        266,798/ 150,000                 -0-/ -0-
    Executive Vice President
</TABLE>
___________________________________________

(1)  This value is determined on the basis of the difference
between the fair market value of the securities underlying the
options and the exercise price at December 31, 2000.  The fair
market value of BuyersOnline's common stock at December 31, 2000,
is determined by the last sale price on that date, which was
$0.97 per share.

Description of Long Term Stock Incentive Plan

     The purpose of the Long Term Stock Incentive Plan is to
provide directors, officers, employees, and consultants with
additional incentives by increasing their ownership interests in
BuyersOnline.  Directors, officers, and other employees of
BuyersOnline and its subsidiaries are eligible to participate in
the plan.  In addition, awards may be granted to consultants
providing valuable services to BuyersOnline.  As of December 31,
2000, BuyersOnline and its affiliates employed approximately 83
individuals who are eligible to participate in the plan.  A
committee of the board or the entire board grants awards under
the plan.  Awards may include incentive stock options, non-
qualified stock options, stock appreciation rights, stock units,
restricted stock, restricted stock units, performance shares,
performance units, or cash awards.

     The committee or the Board of Directors has discretion to
determine the terms of a plan award, including the type of award,
number of shares or units covered by the award, option price,
term, vesting schedule, and post-termination exercise period or
payment.  Notwithstanding this discretion: (i) the number of
shares subject to an award granted to any individual in any
calendar year may not exceed 100,000 shares; (ii) the option
price per share of common stock may not be less than 100 percent
of the fair market value of such share at the time of grant or
less than 110% of the fair market value of such shares if the
option is an incentive stock option granted to a stockholder
owning more than 10% of the combined voting power of all classes
of the stock of BuyersOnline (a "10% stockholder"); and (iii) the
term of any incentive stock option may not exceed 10 years, or
five years if the option is granted to a 10% stockholder.  As of
December 31, 2000, awards in the form of stock options to
purchase a total of 572,451 shares were outstanding under the
plan.

     A maximum of 1,200,000 shares of common stock may be subject
to outstanding awards, determined immediately after the grant of
any award under the plan.  Shares of common stock, which are
attributable to awards that have expired, terminated, or been
canceled or forfeited during any calendar year, are available for
issuance or use in connection with future awards.

     The plan was effective March 11, 1999, and is not limited in
duration.  No incentive stock option may be granted more than 10
years after the effective date.  The plan may be amended by the
Board of Directors without the consent of the stockholders,
except that stockholder approval is required for any amendment
that materially increases the aggregate number of shares of stock
that may be issued under the plan or materially modifies the
requirements as to eligibility for participation in the plan.


                                  6
<PAGE>

  ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                           MANAGEMENT

     The table on the following page sets forth as of April 25,
2001, the number and percentage of the outstanding shares of
common stock which, according to the information supplied to
BuyersOnline, were beneficially owned by (i) each person who is
currently a director, (ii) each executive officer, (iii) all
current directors and executive officers as a group and (iv) each
person who, to the knowledge of BuyersOnline, is the beneficial
owner of more than 5% of the outstanding common stock.  Except as
otherwise indicated, the persons named in the table have sole
voting and dispositive power with respect to all shares
beneficially owned, subject to community property laws where
applicable.
<TABLE>
<CAPTION>
                              Amount and Nature of Beneficial
                                         Ownership

                            Common    Conversion   Warrants &     Percent
Name and Address            Shares    Rights (1)   Options (2)  of Class (3)
<S>                         <C>         <C>           <C>          <C>
Principal stockholders

George Brimhall                9,271    350,000             0        7.6
9211 North Martingale Road
Paradise Valley, AZ 85253

Rod Smith (4)                275,818     -0-          372,569       13.7
10225 North Oak Creek Lane
Highland, Utah 84003

Karl Malone                  100,000    500,000       650,000       22.7
139 East South Temple
Street, Suite # 240
Salt Lake City,  Utah 84111

Jack Harrison                162,500     -0-          200,000        8.0
2265 East 6595 South
Salt Lake City, Utah 84121
</TABLE>

                                  7
<PAGE>

<TABLE>
Officers and directors
<S>                          <C>        <C>       <C>               <C>
Theodore Stern                83,486    377,500      772,500        22.4
2210 One PPG Place
Pittsburgh, PA 15222

Gary Smith (4)               337,584      -0-        140,000        10.6
14870 Pony Express Road
Bluffdale, Utah 84065

Edward Dallin Bagley         387,888    157,500      337,500        18.2
2350 Oakhill Drive
Salt Lake City, Utah 84121

Steve Barnett                 3,232      20,000      150,000         3.8
666 Dundee Road, Suite 1704
Northbrook, IL 60062

Steven Scott                   -0-          -0-     560,000        11.4
4525 S. Wasatch  Blvd.,
 Suite 302
Salt Lake city, UT 84124

G. Douglas Smith (4)         60,285         -0-     288,914         7.5
14870 Pony Express Road
Bluffdale, Utah 84065

Paul Jarman                  46,352         -0-     266,798         6.8
14870 Pony Express Road
Bluffdale, Utah 84065

All Executive officers and  918,827     555,000   2,515,712        53.8
  Directors as a Group
  (7 persons)
</TABLE>

(1)  These figures represent shares issuable on exercise of
     outstanding convertible securities.  George Brimhall is the
     holder of a promissory note in the principal amount of
     $1,050,000, which is convertible to 350,000 shares of common
     stock.  The remaining persons with figures in this column
     hold Series A Convertible Preferred Stock and Series B
     Convertible Preferred Stock, which is non-voting but is
     presently convertible to voting common stock.

(2)  These figures represent options and warrants that are vested
     or will vest within 60 days from the date as of which
     information is presented in the table.

(3)  These figures represent the percentage of ownership of the
     named individuals assuming each of them alone has exercised
     his options or conversion rights, and percentage ownership
     of all officers and directors as a group assuming all
     purchase and conversion rights held by such individuals are
     exercised.

(4)  Gary Smith is the father of Rod Smith and G. Douglas Smith.

    ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      The following discussion includes certain relationships and
related  transactions that occurred during BuyersOnline's  fiscal
year ended December 31, 2000.

                                  8
<PAGE>

     In October 2000, the Board approved a consulting agreement
with Theodore Stern, Chairman of the Board of Directors.  Under
the agreement Mr. Stern receives a monthly fee of $6,000 plus
expense reimbursement in connections with duties performed as the
Company's Chief Executive Officer.  The Board also approved a
five-month consulting agreement for Gary Smith, also a member of
the Board.  In exchange for fund-raising and other services, Mr.
Smith receives a monthly fee of $5,000.  For the year ended
December 31, 2000, Messrs. Stern and Smith earned $22,400 and
$12,500 in fees, respectively.  None of the fees have yet been
paid, pending successful fund-raising efforts.  As a result,
these amounts were owed to these Directors as of December 31,
2000.

     During the first part of 2000, Steve Barnett was engaged as
an outside consultant before becoming a director.  BuyersOnline
incurred $24,500 in fees billed by Mr. Barnett, of which $8,300
remained unpaid at December 31, 2000.

     From May through August 2000, certain directors loaned funds
to BuyersOnline as bridge financing for our working capital
needs.  In consideration for making the loans, BuyersOnline
issued to the directors warrants to purchase common stock at an
exercise price between $2.00 and $2.50 exercisable for a term of
five years.  The following table summarizes the loan transactions
between the Company and those directors.

                                                   Annual
                     Principal                    Interest  Number of
Name                  Amount     Maturity Date      Rate     Warrants

Theodore Stern        $200,000    June 30, 2001       14%     100,000
                      $175,000    July 31, 2000       18%      87,500
                       $50,000    August 31, 2000     18%      25,000
                      $170,000    October 31, 2000    18%     170,000

Edward Dallin Bagley  $200,000    June 30, 2001       14%     100,000
                      $75,000     July 31, 2000       18%      37,500


     All of the foregoing loans were subsequently exchanged in
October 2000, for Series B Convertible Preferred Stock and common
stock purchase warrants of BuyersOnline.  Mr. Stern received
59,500 shares of Series B Convertible Preferred Stock and 297,500
warrants to purchase common stock at a price of $2.50 per share
that expire December 31, 2002.  Mr. Bagley received 27,500 shares
of Series B Convertible Preferred Stock and warrants to purchase
137,500 shares of common stock at an exercise price of $2.50 per
share that expire December 31, 2002.

     Mr. Stern also loaned BuyersOnline $100,000 in December
2000.  We issued a promissory note payable on demand accruing
interest at 12 percent secured by our accounts receivable.  If
the note was not paid by February 1, 2001, 10,000 shares of
common stock were to be issued in consideration of the none
payment.  The note was not repaid at that time, the 10,000 shares
were issued to Mr. Stern, and the note remains an outstanding
obligation.

                                   9
<PAGE>



                           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.

                         BUYERSONLINE.COM, INC.


Date: April 30, 2001     By:/s/ Theodore Stern
                         Theodore Stern,  Chief Executive Officer

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


Date: April 30, 2001       /s/ Theodore  Stern, Chief Executive
                               Officer and Director


Date: April 30, 2001       /s/ Paul Jarman,  Chief  Financial
                               Officer and Treasurer


Date: April 30, 2001       /s/ Steve Barnett, Director


Date: April 30, 2001       /s/ Steven Scott, Director


Date: April 30, 2001       /s/ Gary Smith, Director


Date: April 30, 2001       /s/ Edward Dallin Bagley, Director

                                  10
<PAGE>