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: 000-31413
                                 ---------

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


             Nevada                                    88-0356064
             ------                                    ----------
   (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 $ 64.

At February  21,  2001,  the number of shares  outstanding  of the  registrant's
Common Stock, $0.001 par value (the only class of voting stock), was 5,542,000.


<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...........6

Item 6.     Management's Discussion and Analysis or Plan of Operation..........8

Item 7.     Financial Statements..............................................10

Item 8.     Changes in and Disagreements With Accountants on
            Accounting and Financial Disclosure...............................11

                                    PART III

Item 9.     Directors and Executive Officers..................................11

Item 10.    Executive Compensation............................................12

Item 11.    Security Ownership of Certain Beneficial Owners and Management....12

Item 12.    Certain Relationships and Related Transactions....................13

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

            Signatures........................................................14


<PAGE>



                                     PART I

ITEM 1.           DESCRIPTION OF BUSINESS

History

Cyberenergy, Inc. (the "Company") was formed as a Nevada corporation on February
15, 1996, and had no significant  operations or activity until December 15, 1999
(date of inception),  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

                                        1

<PAGE>

the Company),  or any combination of 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 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

                                        2

<PAGE>



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.

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

                                        3

<PAGE>



develop in the Company's securities may have a depressive effect on such market.

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

                                        4

<PAGE>



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  regulations and 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  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.

                                     PART 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

                                        5

<PAGE>



effort to obtain a listing on the NASD over the counter bulletin board to create
a public  market.  Management  believes  that the  creation 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

The Company issued no additional securities in the period covered which were not
disclosed in the form 10SB12G filing dated August 30, 2000.

Record Holders

As of December 31, 2000,  there were eighty  three (83)  shareholders  of record
holding a total of 5,542,000  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  $64 in  interest  revenue  from  continuing  operations  from
inception through period ended December 31, 2000.

General and administrative  expenses for the periods ended December 31, 2000 and
1999, were $5,263 and $20,898 respectively.  General and administrative expenses
for 2000 and 1999  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 $5,199 and $20,898 for the periods ended  December
31, 2000 and 1999.

                                        6

<PAGE>



The Company's net loss for fiscal 2000 and 1999 were 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  100,000,000  shares of common  stock,  of which
5,542,000 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-10.





                                        7

<PAGE>

















                                Cyberenergy, Inc
                          (A Development Stage Company)
                          Audited Financial Statements
                           December 31, 2000 and 1999


                                        8

<PAGE>



                                CYBERENERGY, INC.
                          (A Development Stage Company)

                                      INDEX



                                                                       Page


Report of Jones, Wright, Simkins & Associates LLP......................F-2

Report of Tanner + Co..................................................F-3

Balance Sheet..........................................................F-4

Statement of Operations................................................F-5

Statement of Stockholder's Equity......................................F-6

Statement of Cash Flows................................................F-7

Notes to Financial Statements..........................................F-8

                                       F-1

<PAGE>



[JONES, WRIGHT, SIMKINS & ASSOCIATES
95 WEST 100 SOUTH, SUITE #200
LOGAN, UTAH 84323-0747
PHONE: 435-752-1510
FAX: 435-752-4878]


INDEPENDENT AUDITORS' REPORT



To the Stockholders' and
Board of Directors of
Cyberenergy, Inc.


We  have  audited  the  accompanying  balance  sheet  of  Cyberenergy,  Inc.  (a
development stage company),  as of December 31, 1999 and the related  statements
of  operations  and  stockholders'  equity,  and cash flows for the period  from
December 7, 1999 (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  Cyberenergy,   Inc.  (a
development  stage  company),  as of  December  31,  2000 and the results of its
operations  and its cash flows for the  period  from  December  7, 1999 (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.  As  discussed  in  Note 2 to the
financial  statements,  the Company's revenue  generating  activities are not in
place and the Company has incurred a loss. These  conditions  raise  substantial
doubt  about its  ability to continue  as a going  concern.  Management's  plans
regarding  those matters also are described in Note 2. The financial  statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.


/s/ Jones, Wright, Simkins & Associates
Logan, Utah
January 24, 2001



                                                        F-2

<PAGE>


<TABLE>

                                CYBERENERGY, INC.
                          (A Development Stage Company)
                                  BALANCE SHEET
<CAPTION>

<S>                                                                      <C>                   <C>

                                                                                                 December 31,


                                                                                  2000                     1999
                                                                           -------------------   ------------------------
                                 Assets

Cash & cash equivalents                                                   $             10,552  $                       -
Stock subscription receivable                                                                -                     15,360
                                                                           -------------------   ------------------------

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

                                    Total Current Assets                  $             10,552  $                  15,360

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


                  Liabilities and Stockholders' Equity

Current liabilities - accounts payable                                    $              1,229  $                     838
                                                                           -------------------   ------------------------


Stockholders' equity:
     Preferred stock, $.001 par value, 5,000,000 shares authorized,
           no shares issued and outstanding                                                  -                          -
     Common stock, $.001 par value, 100,000,000 shares
           authorized, 5,542,000 shares issued and outstanding                           5,542                      5,542
     Additional paid-in capital                                                         30,878                     30,878
     Deficit accumulated during the development stage                                  (27,097)                   (21,898)
                                                                           -------------------   ------------------------

                                    Total stockholders' equity                           9,323                     14,522
                                                                           -------------------   ------------------------

                                                                          $             10,552  $                  15,360

                                                                           -------------------   ------------------------
</TABLE>












                 See accompanying notes to Financial Statements

                                                        F-3

<PAGE>


<TABLE>

                                CYBERENERGY, INC.
                          (A Development Stage Company)
                             STATEMENT OF OPERATIONS
<CAPTION>


<S>                                                       <C>               <C>                     <C>

                                                                                December 15, 1999         Cumulative
                                                               Year Ended      (date of inception)         Amounts
                                                              December 31,       to December 31,            Since
                                                                  2000                 1999               Inception
                                                            ----------------  ----------------------   ----------------


Revenues - interest income                                 $              64 $                     -  $              64

General and administrative costs                                       5,263                  20,898             26,161
                                                            ----------------  ----------------------   ----------------

                  Loss before income taxes                            (5,199)                (20,898)           (26,097)

Provision for income taxes                                                 -                       -                  -
                                                            ----------------  ----------------------   ----------------

                  Net Loss                                 $          (5,199)$               (20,898) $         (26,097)

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


Loss per common share - basic and diluted                  $               - $(0.01)                  $(0.01)
                                                                              ======                   ======


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

Weighted average common shares - basic and diluted                 5,542,000               2,236,000          5,402,000

                                                            ----------------  ----------------------   ----------------
</TABLE>














                 See accompanying notes to Financial Statements

                                       F-4

<PAGE>

<TABLE>


                                CYBERENERGY, INC.
                         (A Developmental Stage Company)
                        Statement of Stockholders' Equity
           December 15, 1999 (Date of Inception) to December 31, 2000

<CAPTION>

                                                                                                            Deficit
                                                                                                          Accumulated
                                               Preferred Stock          Common Stock          Additional   During the
                                      --------------------------- ------------------------     Paid-in    Development
                                        Shares          Amount       Shares        Amount      Capital       Stage         Total
                                      ------------  ------------- ----------    ----------   ----------    ----------    ---------
<S>                                   <C>           <C>           <C>          <C>          <C>            <C>          <C>

Balance at December 15, 1999 (date of                                                                                   $
inception)                                       - $            -  1,000,000   $     1,000  $         -   $    (1,000)           -

Stock Split                                      -              -  1,000,000         1,000       (1,000)            -            -

Issuance of common stock for:
    Services                                     -              -  2,006,000         2,006       18,054             -       20,060
    Stock subscription receivable                -              -  1,536,000         1,536       13,824             -       15,360

Net Loss                                         -              -          -             -            -       (20,898)     (20,898)
                                      ------------  ------------- ----------    ----------   ----------    ----------    ---------

Balance at December 31, 1999                     -              -  5,542,000         5,542       30,878       (21,898)      14,522

Net Loss                                         -              -          -             -            -        (5,199)      (5,199)
                                      ------------  ------------- ----------    ----------   ----------    ----------    ---------

Balance at December 31, 2000                     - $            -  5,542,000   $     5,542  $    30,878   $   (27,097)  $    9,323

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

</TABLE>



                 See accompanying notes to Financial Statements


                                       F-5

<PAGE>


<TABLE>

                                CYBERENERGY, INC.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS
<CAPTION>



                                                                                  December 15, 1999
                                                               Year Ended        (date of inception)       Cumulative
                                                              December 31,         to December 31,          Amounts
                                                                  2000                  2000                 Since
                                                                                                           Inception
                                                            ----------------    ---------------------   ----------------
<S>                                                        <C>                 <C>                    <C>

Cash flows from operating activities:
     Net loss                                              $          (5,199)  $              (20,898) $         (26,097)
          Adjustments to reconcile net loss to net cash
         (used) in operating activities:
             Stock compensation expense                                    -                   20,060             20,060
             Increase in accounts payable                                391                      838              1,229
                                                            ----------------    ---------------------   ----------------

             Net cash provided by operating activities                (4,808)                       -             (4,808)
                                                            ----------------    ---------------------   ----------------

Cash flows from investing activities                                       -                        -                  -
                                                            ----------------    ---------------------   ----------------

Cash flows from financing activities
        Decrease in stock subscription receivable                     15,360                        -             15,360
                                                            ----------------    ---------------------   ----------------

Net increase in cash                                                  10,552                        -             10,552

Cash, beginning of period                                                  -                        -                  -
                                                            ----------------    ---------------------   ----------------

Cash, end of period                                        $          10,552   $                    -  $          10,552

                                                            ----------------    ---------------------   ----------------
</TABLE>









                 See accompanying notes to Financial Statements







                                       F-6

<PAGE>



                                CYBERENERGY, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                           December 31, 2000 and 1999


Note 1 - Organization  and Summary of  Significant Accounting  Policies

Organization
The Company was organized  under the laws of the State of Nevada on February 15,
1996 and had no significant operations or activity until December 15, 1999 (date
of inception).  The Company proposes to seek business  ventures which will allow
for long-term  growth.  Further,  the Company is considered a development  stage
company  as  defined  in SFAS No. 7 and has not,  thus  far,  commenced  planned
principal operations.

Cash and Cash Equivalents
For purposes of the  statement of cash flows,  the Company  considers all highly
liquid  investments  with  a  maturity  of  three  months  or  less  to be  cash
equivalents.

Income Taxes
Deferred  income  taxes are  provided  in amounts  sufficient  to give effect to
temporary  differences between financial and tax reporting,  principally related
to net operating loss carryforwards.

Earnings Per Share
The  computation  of basic  earnings  per common  share is based on the weighted
average number of shares outstanding during the period.

The  computation  of diluted  earnings per common share is based on the weighted
average  number of shares  outstanding  during the period plus the common  stock
equivalents  which would arise from the  exercise of stock  options and warrants
outstanding  using the treasury  stock  method and the average  market price per
share  during the  period.  Common  stock  equivalents  are not  included in the
diluted earnings per share  calculation  when their effect is antidilutive.  The
Company does not have any stock options or warrants  outstanding at December 31,
2000.

Concentration of Credit Risk
The Company  maintains its cash in bank deposit  accounts which,  at times,  may
exceed federally  insured limits.  The Company has not experienced any losses in
such accounts and believes it is not exposed to any  significant  credit risk on
cash and cash equivalents.

Use of Estimates in the Preparation of Financial Statements
The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.





                                       F-7

<PAGE>



                                CYBERENERGY, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                           December 31, 2000 and 1999

Note 2 - Going Concern

As of December 31, 2000, the Company's revenue generating  activities are not in
place,  and the  Company has  incurred a loss for the period  then ended.  These
factors raise  substantial  doubt about the  Company's  ability to continue as a
going concern.

Management intends to seek additional  funding through business ventures.  There
can be no  assurance  that such  funds  will be  available  to the  Company,  or
available on terms of acceptable to the Company.

Note 3 - Income Taxes

The difference  between income taxes at statutory rates and the amount presented
in the financial statements is a result of the following:

<TABLE>
<CAPTION>
<S>                                                 <C>                   <C>                      <C>

                                                                             December 15, 1999        Cumulative
                                                         Year Ended         (date of inception)         Amounts
                                                        December 31,          to December 31,            Since
                                                            2000                    1999               Inception
                                                            ----                    ----               ---------
                                                      -----------------    ----------------------   ---------------


Income tax benefit at statutory rate                 $            1,000   $                 3,000  $          4,000
Change in valuation allowance                                    (1,000)                   (3,000)           (4,000)
                                                      -----------------    ----------------------   ---------------

                                                     $                -   $                     -  $              -
                                                      =================    ======================   ===============
</TABLE>


                 Deferred tax assets are as follows at December 31:
<TABLE>


                                              2000                1999
                                              ----                ----
<CAPTION>
<S>                                    <C>                <C>

Operating loss carry forwards           $          4,000   $           3,000
Valuation allowance                               (4,000)             (3,000)
                                         ---------------    ----------------

                                        $              -   $               -
                                         ===============    ================
</TABLE>


The Company has net operating loss carryforwards of approximately $26,000, which
begin to expire in the year 2019. The amount of net operating loss  carryforward
that can be used in any one year will be limited by  significant  changes in the
ownership of the Company and by the  applicable  tax laws which are in effect at
the time such carryforwards can be utilized.



                                       F-8

<PAGE>



                                CYBERENERGY, INC.
                          (A Development Stage Company)
                          Notes to Financial Statements
                           December 31, 2000 and 1999

Note 4 - Supplemental Cash Flow Information

No amounts  were paid for  interest  or income  taxes  during  the period  ended
December 31, 2000 and 1999.

During the period ended  December 31, 1999,  the Company  issued common stock in
exchange for services valued at $20,060 and a stock  subscription  receivable of
$15,360.

Note 5 - Common Stock Split

On December 15, 1999, the Company's Board of Directors approved a 2-for-1 common
stock split.  All per share  information  and number of common  shares have been
retroactively  adjusted to reflect this common  stock split in the  accompanying
financial statements.

Note 6 - Stock Plan

The company has adopted a benefit plan (the Plan).  Under the Plan,  the Company
may issue shares of the  Company's  common stock and/or grant options to acquire
the Company's common stock from time to time to employees,  directors, officers,
consultants  or advisors of the Company on the terms and conditions set forth in
the Plan. In addition,  at the  discretion of the Board of Directors,  stock may
from time to time be  granted  under this Plan to other  individuals,  including
consultants  or advisors,  who  contribute to the success of the Company but are
not employees of the Company.

As of December 31, 2000,  no stock or stock  options have been issued under this
plan.

Note 7 - Fair Value of Financial Instruments

The company's financial  instruments consist of cash and payables.  The carrying
amount of cash and payables  approximates  fair value because of the  short-term
nature of these items.

Note 8 - Recent Accounting Pronouncements

In June 2000, the FASB issued SFAS No. 138,  "Accounting for Certain  Derivative
Instruments and Certain Hedging Activities, an amendment of SFAS No. 133" and in
June 1999, the FASB issued SFAS No. 137, "Accounting for Derivative  Instruments
and Hedging  Activities-Deferral  of the Effective  date of FASB  Statements No.
133."  SFAS 138 and 133  establishes  accounting  and  reporting  standards  for
derivative  instruments and requires recognition of all derivatives as assets or
liabilities  in the  statement of financial  position and  measurement  of those
instruments at fair value.  SFAS 133 is now effective for fiscal years beginning
after June 15, 2000. The Company  believes that the adoption of SFAS 138 and 133
will not have any material effect on the financial statements of the Company.

In June 2000, the FASB issued SFAS No. 139, "Rescission of FASB Statement No. 53
and amendments to FASB Statements No. 63, 89 and 12".  The Company believes that
the adoption of SFAS 139 will not have any material effect on the financial
statements of the Company.

                                       F-9

<PAGE>



ITEM 8.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

On November 9, 2000, Cyberenergy, Inc. terminated its relationship with Tanner +
Co.  ("Tanner"),  the  principal  accountant  previously  engaged  to audit  the
Company's financial statements. Effective November 9, 2000, the Company retained
Jones, Wright,  Simkins and Associates ("Jones") as the principal accountants to
replace  Tanner.  The  Company's  board of  directors  approved  the  change  of
accountants from Tanner to Jones.

The audit reports of Tanner on the Company's financial statements for the fiscal
year ending  December 31, 1999 did not contain any adverse opinion or disclaimer
of opinion, nor were they qualified or modified as to uncertainty,  audit scope,
or  accounting  principles,  except  such  reports  were  modified to include an
explanatory paragraph for a going concern uncertainty.

                                    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 January 22, 2001.
<TABLE>
<CAPTION>
<S><C>                        <C>           <C>
    Name                        Age          Position
    Richard D. Surber           27           President, Secretary, and Director
</TABLE>

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 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.


                                       10

<PAGE>



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  2,000,000  Shares for his  services  to the  Company
valued at $2,000.  The  Company in 1996 also  issued  Axia  Group,  Inc.  (f/k/a
CyberAmerica  Corporation)  2,000,000 shares for the organizational  cost of the
Company  valued at $2,000.  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
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>

                           SUMMARY COMPENSATION TABLE
<CAPTION>

                                          Annual Compensation                               Long Term Compensation
                                                                                        Awards                          Payouts
                                                                                       Securities
                                                                         Restricted    Underlying
                                                        Other Annual        Stock       Options           LTIP          All Other
<S>                       <C>   <C>        <C>       <C>               <C>             <C>           <C>           <C>
   Name and Principal            Salary     Bonus     Compensation      Award(s)        SARs          payouts       Compensation
        Position           Year    ($)       ($)           ($)             ($)          (#)             ($)              ($)
Richard D. Surber          2000         0         -                -               -             -              -                -
Secretary, Treasurer and   1999         0         -                -          $2,000             -              -                -
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
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>
<CAPTION>

  Title of Class        Name and Address of Beneficial             Amount and Nature of            Percent of Class
                                   Ownership                       Beneficial Ownership
<S><C>                   <C>                                           <C>                              <C>
   Common Stock            Richard Surber, President
                           268 W. 400 S., Suite 300                     4,000,0001                       72.2%
                          Salt Lake City, Utah 84101
   Common Stock                Axia Group, Inc.                          2,000,000                       36.1%
                           268 W. 400 S., Suite 300
                          Salt Lake City, Utah 84101
   Common Stock           All Executive Officers and                     4,000,000                       72.2%
                             Directors as a Group
</TABLE>


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On December 31, 1999,  the Company  issued  2,006,000  shares of Common Stock to
Richard Surber  (2,000,000)  and Wayne Newton  (5,000),  Allan Merrill (500) and
Kevin Schillo (500),  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 Wayne Newton was the Controller of Axia Group,  Inc., a 36.1%
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 15 of this Form 10-KSB, and
         are incorporated herein by this reference.

--------
        1Richard D. Surber is the President and CEO of Axia Group, Inc. and
 therefore has voting power over the2,000,000 shares held by Axia Group, Inc.
 Mr. Surber personally owns 2,000,000 additional shares of the Company's stock.

                                       11

<PAGE>



(b)      Reports on Form 8-K.
         -------------------

         On November 11, 2000 the company  filed a form 8-K in which the company
         changed independent  auditors from Tanner and Company to Jones, Wright,
         Simpkins and Assoc.




















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                                       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 21st day of February, 2001.

                                               Cyberenergy, Inc.


                                               --------------------------------
                                               Name: Richard Surber
                                               Title: President and Director




















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                                       13

<PAGE>

<TABLE>

                                INDEX TO EXHIBITS
<CAPTION>

<S>     <C>      <C>
Exhib.   Page
No.      No.      Description

3(i)     *        Articles of Incorporation of Cyberenergy, Inc., a  Nevada
                  corporation, filed with the State of Nevada on February 15,
                  1996.

3(ii)    *        Amendment to the Articles of Incorporation of Cyberenergy,
                  Inc., a Nevada corporation, filed with the State of Nevada on
                  December 15, 1999.

3(iii)   *        By-laws of the Company adopted on December 31, 1999.

4        *        Employee Benefit Plan adopted on December 14, 1999.
</TABLE>


* Incorporated by reference from Form 10-SB filed August 30, 2000.











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                                       14

<PAGE>