SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB/A

(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: 000-31417
                                 ---------

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



                     Nevada                            88-0356047
                     ------                            ----------
        (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

Cybergate, Inc. (the "Company") was formed as a Nevada corporation on February
15, 1996, and had no significant operations 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

                                       1
<PAGE>

could involve one-time cash payments, payments based on a percentage of the
business opportunity's revenues or product sales volume, payments involving
issuance of securities (including those of the Company), or any combination of
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 Company's present directors may, as part of the terms of a
prospective business transaction, resign and be replaced by new directors
without a vote of the Company's shareholders.

                                        2

<PAGE>

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

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

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

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

                                        3

<PAGE>

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

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

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

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

Operation of Business After Acquisition

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

Government Regulation

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

                                       4
<PAGE>

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 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

                                        5
<PAGE>

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 no 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 $4,859 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 $4,795 and $20,898 for the periods ended December
31, 2000 and 1999. The Company's net loss for fiscal 2000 was attributable to
general and administrative expenses.

                                        6

<PAGE>

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>







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








                                        8

<PAGE>



                                 CYBERGATE, 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
Cybergate, Inc.


We have audited the accompanying balance sheet of Cybergate, Inc. (a development
stage company), as of December 31, 2000 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, 1999. 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 Cybergate, 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>

INDEPENDENT AUDITORS'REPORT



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


We have audited the accompanying balance sheet of CyberGate, Inc. (a development
stage company), as of December 31, 1999 and the related statements of operations
andstockholders'equity, and cash flows forthe period from December 15, 1999
(date of inception) to December 31, 1999. 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 CyberGate, Inc. (a development
stage company), as of December 31, 1999 and the results of its operations and
its cash flows for the period from December 15, 1999 (date of inception) to
December 31, 1999, 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/ Tanner + Co.

TANNER + CO.

Salt Lake City, Utah
February 19, 2000

                                       F-3


<PAGE>



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

                                                                                             December 31,
                                                                           --------------------------------------------
                                                                                  2000                   1999
<S>                                                                      <C>                   <C>
                                                                           -------------------   ---------------------
                                 Assets

Cash & cash equivalents                                                   $             11,150  $                    -
Stock subscription receivable                                                                -                  15,360
                                                                           -------------------   ---------------------

                                                                           -------------------   ---------------------
                                    Total Current Assets                  $             11,150  $               15,360

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


                  Liabilities and Stockholders' Equity

Current liabilities - accounts payable                                    $              1,423  $                  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                                  (26,693)                (21,898)
                                                                           -------------------   ---------------------

                                    Total stockholders' equity                           9,727                  14,522
                                                                           -------------------   ---------------------

                                                                          $             11,150  $               15,360

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

</TABLE>


                 See accompanying notes to Financial Statements

                                       F-4

<PAGE>

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

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

Revenues - interest income                                $               64    $                -  $            64

General and administrative costs                                       4,859                20,898           25,757
                                                           -----------------    ------------------   --------------

                  Loss before income taxes                            (4,795)              (20,898)         (25,693)

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

                  Net Loss                                $           (4,795)   $          (20,898) $       (25,693)

                                                           =================    ==================   ==============
Income / (Loss) per common share - basic an
diluted                                                                                      (0.01)           (0.01)
                                                           =================    ==================   ==============

Weighted average common shares - basic and diluted                 5,542,000             2,236,000        5,403,000

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


                 See accompanying notes to Financial Statements

                                       F-5

<PAGE>

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

<TABLE>
<CAPTION>

                                             Preferred Stock          Common Stock          Additional
                                       ------------------------- ------------------------    Paid-in    Accumulated
                                        Shares        Amount        Shares        Amount     Capital      Deficit        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                                       -               -            -           -          -        (4,795)        (4,795)
                                       ---------  -------------- ------------    --------   --------    ----------    -----------

Balance at December 31, 2000                   - $             -    5,542,000   $   5,542  $  30,878   $   (26,693)  $      9,727

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

                 See accompanying notes to Financial Statements

                                       F-6

<PAGE>

                                 CYBERGATE, INC.
                          (A Development Stage Company)
                             STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                 December 15, 1999        Cumulative
                                                               Year Ended       (date of inception)         Amounts
                                                              December 31,        to December 31,            Since
                                                                  2000                 2000                Inception
                                                            ----------------    --------------------    ---------------
<S>                                                       <C>                 <C>                     <C>
 Cash flows from operating activities:
     Net loss                                              $          (4,795)  $             (20,898)  $        (25,693)
          Adjustments to reconcile net loss to net cash
         (used) in operating activities:
             Stock compensation expense                                    -                  20,060             20,060
             Increase in accounts payable                                585                     838              1,423
                                                            ----------------    --------------------    ---------------

             Net cash provided by operating activities                (4,210)                      -             (4,210)
                                                            ----------------    --------------------    ---------------

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

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

Net increase in cash                                                  11,150                       -             11,150

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

Cash, end of period                                        $          11,150   $                   -   $         11,150

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

                 See accompanying notes to Financial Statements


                                       F-7

<PAGE>

                                 CYBERGATE, 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-8

<PAGE>

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


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:


                                               2000                1999
                                               ----                ----

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

                                         $              -   $               -
                                          ===============    ================


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-9

<PAGE>

                                 CYBERGATE, 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-10

<PAGE>

ITEM 8.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

On November 9, 2000, Cybergate, 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 audit committee and 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.

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

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

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

Richard D. Surber, 27, graduated from the University of Utah with a Bachelor of
Science degree in Finance and then with a Juris Doctorate with an emphasis in
corporate law, including securities, taxation, and bankruptcy. He serves, or has
served, as an officer and director of the following public companies: Axia
Group, Inc. (f/k/a CyberAmerica Corporation), a holding company whose
subsidiaries invest in real estate and provide financial consulting services
(president and 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 the 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.

                                       11

<PAGE>
<TABLE>
                         SUMMARY COMPENSATION TABLE

                                        Annual Compensation                              Long Term Compensation
                               --------------------------------------  -----------------------------------------------------------
                                                                                 Awards                          Payouts
                                                                       ------------------------------  ---------------------------
                                                                                       Securities
                                                                       Restricted      Underlying
                                                      Other Annual        Stock         Options           LTIP          All Other
   Name and Principal            Salary     Bonus     Compensation      Award(s)          SARs          payouts       Compensation
        Position         Year      ($)       ($)           ($)             ($)            (#)             ($)              ($)
                        ------  ---------  --------   --------------  --------------   ------------    ------------  ---------------
<S>                     <C>     <C>       <C>        <C>             <C>              <C>             <C>            <C>

Richard D. Surber        2000           0         -                -               -              -               -                -
Secretary, Treasurer     1999           0         -                -          $2,000              -               -                -
and Director             1998           0         -                -               -              -               -                -

</TABLE>

Compensation of Directors

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

ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT

The following table sets forth, as of December 31, 2000, the number and
percentage of outstanding shares of common stock which, according to the
information supplied to the Company, were beneficially owned by (i) each current
director of the Company, (ii) each current executive officer of the Company,
(iii) all current directors and executive officers of the Company as a group,
and (iv) each person who, to the knowledge of the Company, is the beneficial
owner of more than 5% of the Company's outstanding common stock. Except as
otherwise indicated, the persons named in the table below have sole voting and
dispositive power with respect to all shares beneficially owned, subject to
community property laws (where applicable).
<TABLE>
<S><C>                 <C>                                        <C>                             <C>


  Title of Class        Name and Address of Beneficial             Amount and Nature of            Percent of Class
                                   Ownership                       Beneficial Ownership
   Common Stock            Richard Surber, President
                           268 W. 400 S., Suite 300                     4,000,000(1)                     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>

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

                                       12

<PAGE>

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.

(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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                                       13

<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.

                                         Cybergate, Inc.

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







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                                       14

<PAGE>


                                INDEX TO EXHIBITS

Exhib.   Page
No.      No.  Description

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

3(ii)    *    Amendment to the Articles of Incorporation of Cybergate, 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.

27       *    Financial Data Schedule "CE"

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








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                                       15

<PAGE>