SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A

                                   (Mark One)
  [ ] Annual report under Section 13 or 15(d) of the Securities Exchange Act of
                  1934 for the fiscal year ended June 30, 2001

   [X ] Transition report under Section 13 or 15(d) of the Securities Exchange
Act of 1934 (No fee required) for the transition period from January 1, 2001 to
                                 June 30, 2001

                        Commission file number: 000-31413
                                    ---------

                           Bottomline Home Loan, 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.)

             200 South Los Robles Ave., Suite 230, Pasadena CA 91101
             -------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)


                                 (800) 520-5626
                                 --------------
                (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 fiscal year ended June 30, 2001
were $ 1,330,275.

At November 30, 2001, the number of shares outstanding of the registrant's
Common Stock, $0.001 par value (the only class of voting stock), was 16,039,000.


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


                             PART II

Item 5.   Market for Common Equity and Related Stockholder Matters.............6

Item 6.   Management's Discussion and Analysis or Plan of Operation............7

Item 7.   Financial Statements.................................................8

Item 8.   Changes in and Disagreements With Accountants on
          Accounting and Financial Disclosure..................................9

                                    PART III

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

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

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

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

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

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


<PAGE>



                                     PART I

ITEM 1.           DESCRIPTION OF BUSINESS

History

Bottomline Home Loan, Inc. (fka Cyberenergy, Inc. named change approved on May
4, 2001 and filed in Nevada on July 20, 2001) was formed under Nevada law on
February 15, 1996. On June 26, 2001, Bottomline Home Loan, Inc. signed an
agreement to acquire a 76% interest in Bottomline Mortgage, Inc. in exchange for
10,000,000 of the common shares of the Company or a 62% interest of the issued
and outstanding shares of its common stock. Bottomline Mortgage, Inc. then
became an operating subsidiary of the Company effective as of July 1, 2001. Our
executive office is located at 200 South Los Robles Avenue, Suite 230, Pasadena,
California 91101, and our telephone number is (800) 520-5626. Our registered
statutory office in Nevada is located at 711 S. Carson Street, Suite 1, Carson
City, Nevada 89701. We use the terms "Company" and "we" in this report to refer
to Bottomline Home Loan, Inc., unless the context indicates otherwise.

General

The Company operates primarily through its subsidiary, Bottomline Mortgage, Inc.
("Bottomline"). Bottomline is an independent retail mortgage banking company
primarily engaged in the business of originating and selling residential
mortgage loans. During the year 2000, it originated approximately $18,138,767 in
loans, of which 48.8% were first mortgages and 51.23% were second mortgages made
to persons seeking to refinance their residential loans. During the year 1999,
approximately $29,734,652 in loans were originated of which 68.3% were first
mortgages and 31.7% were second mortgages to owners seeking to refinance.

Bottomline offers a broad array of residential mortgage products targeted
primarily to high-credit-quality borrowers over the Internet, as well as through
commission-compensated loan originators. Operations are conducted from Company
offices in Pasadena, California and San Marcos, Texas and two branch or
community loan centers to service the 20 states in which Bottomline is currently
approved to originate mortgages. Bottomline operates primarily as a mortgage
banker, underwriting, funding and selling its' loan products to more than 4
different buyers of residential mortgage loans.

Bottomline Mortgage, Inc. was founded in 1989. Bottomline has focused on growing
its origination volume through the construction of a retail origination network
as a result of internal growth and through operation of Internet mortgage web
site, www.bottomlinemortgage.com. The Company has acquired a 76% ownership
interest in Bottomline which is now operated as a subsidiary of the Company.

Operation of Business After Acquisition

The primary operations of the Company consist of the mortgage banking business
conducted by Bottomline Mortgage, Inc. a majority owned subsidiary of the
Company. As a mortgage bank, Bottomline generates revenue through the
origination and subsequent sale of funded loans. This revenue is made up of a
net gain on the sale of the loans, interest income, sale of the home equity
program and loan servicing. The net gain on sales includes loan-related fees
consisting of origination, application, documentation, commitment and processing
fees paid by the borrower. Net interest income consists of

                                        1

<PAGE>



the difference between interest received by Bottomline on its mortgage loans
held for sale and interest paid by Bottomline under its credit facilities. Home
equity program, a loan management service which Bottomline administers, pays
Bottomline a set fee every time a customer subscribes to the program and loan
servicing consists of fees earned to collect payments of principal, interest,
taxes and insurance on loans.

The primary expenses for Bottomline's operations consist of salaries and
benefits paid to employees; occupancy and equipment costs; Internet-related
expenses, including licensing and participation fees, advertising costs,
marketing, promotion, data processing and communication costs. A substantial
portion of these expenses are variable in nature. Commissions paid to loan
originators are extremely variable, while other salaries and benefits fluctuate
from quarter to quarter based on Bottomline's assessment of the appropriate
levels of non-loan originator staffing, which correlate to the current level of
loan origination volume and the internal perception of future loan origination
volume.

Seasonality affects the mortgage industry as loan originations are typically at
their lowest levels during the first and fourth quarters due to a reduced level
of home buying activity during the winter months. Loan originations generally
increase during the warmer months beginning in March and continuing through
October. As a result, Bottomline will expect higher earnings in the second and
third quarters and lower earnings in the first and fourth quarters.

Interest rates and economic cycles also affect the mortgage industry, as loan
originations typically fall in rising interest rate environments. During these
periods, refinancing originations decrease as higher interest rate provide
reduced economic incentives for borrower's to refinance their existing
mortgages. Due to changes in the interest rate environment over recent months,
Bottomline's historical performance may not be indicative of results in future
interest rate environments. Recent net losses by Bottomline may distort some
ratios and financial statistics and may make period-to-period comparisons
difficult.

Bottomline offers a broad and competitive range of mortgage products that aim to
meet the mortgage needs of all borrowers. These products include Fannie Mae
eligible loans, alternate "A" loans, non- prime loans, home equity and second
mortgage loans, construction loans and bridge loans. The Bottomline employee
base of experience and expertise in numerous types of mortgages gives Bottomline
the ability to provide a full product line in each division of its operations.

Bottomline's network of residential loan buyers allows it to identify specific
loan features, to identify a loan buyer who will purchase loans with specific
features and to select a buyer who will accept the lowest yield for loans with
those features. As a result, Bottomline is able to offer a wide range of
products that are well priced and that have many different features to suit a
customer's needs.

Bottomline is presently handling the following types of loans:

         Conforming and Government-Insured Fixed Rate Loans. These mortgage
         loans conform to the underwriting standards established by Fannie Mae
         or the Federal Home Loan Mortgage Corporation (commonly referred to as
         Freddie Mac). This product is limited to high quality borrowers with
         good credit records and involves adequate down payments or mortgage
         insurance. These loans may qualify for insurance from the Federal
         Housing Authority (FHA) or guarantees from the Veterans Administration
         (VA). Bottomline has been designated by the U.S. Department of Housing
         and Urban Development (HUD) as a direct endorser of loans insured by

                                                         2

<PAGE>



         the FHA and as a supervised lender of loans partially guaranteed by the
         VA, allowing Bottomline to offer FHA or VA mortgages to qualified
         borrowers. FHA and VA mortgages must be underwritten within specific
         governmental guidelines, which include borrower income verification,
         asset verification, borrower credit worthiness, property value and
         property condition.

         Jumbo Loans. Jumbo loans are considered non-conforming mortgage loans
         because they have a principal loan amount in excess of the loan limits
         set by Fannie Mae and Freddie Mac (currently $275,000 for
         single-family, one-unit mortgage loans in the continental United
         States). Bottomline offers Jumbo Loans with creative financing
         features, such as the pledging of security portfolios. Bottomline's
         Jumbo Loan program is geared to the more financially sophisticated
         borrower.

         Adjustable Rate Mortgages (ARM). The ARM's defining feature is a
         variable interest rate which fluctuates over the life of the loan,
         usually 30 years. Interest rate fluctuations are based on an index that
         is related to United States Treasury bill rates, regional or national
         average costs of funds of savings and loan associations, or similar
         widely published rates such as LIBOR. The period between the rate
         changes is called an adjustment period and may be every six months, one
         year, three years, five years or ten years. Some the ARM's offered by
         Bottomline may include payment caps, which limit the interest rate
         increase for each adjustment period.

         Alternate "A" Loans. From a credit risk standpoint, Alternate "A" Loan
         borrowers present a risk profile comparable to that of conforming loan
         borrowers, but present special underwriting considerations, such as a
         higher loan to value ratio or limited income verification.

         Non-Prime Mortgage Loans. The Non-Prime Mortgage Loan focuses on
         customers whose borrowing needs are not served by traditional financial
         institutions. Borrowers of Non-Prime Mortgage Loans may have impaired
         or limited credit profiles, high levels of debt service to income, or
         other factors that disqualify them for conforming loans. By originating
         mortgage loans to borrowers with higher credit risk, Bottomline is able
         to charge higher interest rates than would be charged for a
         conventional loan. Offering this category of mortgage loans on a
         limited basis allows Bottomline to provide loan products to borrowers
         with a variety of differing credit profiles.

         Home Equity and Second Mortgage Loans. These loans are generally
         secured by second liens on the real property. Home equity mortgage
         loans can take the form of a home equity line of credit, which
         generally bears an adjustable interest rate, while second mortgage
         loans are closed-end loans with fixed interest rates. Both types of
         loans are designed for borrowers with high credit profiles. Home equity
         lines generally provide for a 10 or 15 year draw period where the
         borrower withdraws needed cash and pays interest only, followed by a 10
         to 20 year repayment period. Second Mortgage loans are fixed in amount
         at the time of origination and typically amortize over 10 to 25 years.

         Construction Loans. Bottomline offers a variety of construction loans
         for owner-occupied single-family residences. These loans are available
         on a rollover basis, meaning that the borrower can secure funding for
         the land purchase and construction of the home, then roll the financing
         over into a permanent mortgage loan. During the construction period,
         interest-only

                                        3

<PAGE>



         payments are made. Withdrawals during the construction period, to cover
         the costs associated with each stage of completion, are usually made in
         5 to 7 disbursements. Bridge Loans. The Bridge Loans that Bottomline
         makes are short-term loans and may be used in conjunction with other
         loan products. Bridge Loans provide a means for a borrower to obtain
         cash based on the equity of a current home that is on the market but
         not yet sold and to use that cash to purchase a new home.

Government Regulation

The residential mortgage loan business is subject to the laws, rules and
regulations of various federal, state and local government agencies regarding
the origination, processing, underwriting, sale and servicing of such loans.
These agencies would include, but not be limited to, HUD, FHA, VA, Fannie Mae,
Freddie Mac and Ginnie Mae. These laws, rules and regulations, among other
things, limit the interest rates, finance charges and other fees that may be
charged, require Bottomline to make extensive disclosure, prohibit
discrimination and impose qualification and licensing obligations. These
regulations also impose on us various reporting and net worth requirements.
Bottomline is thus also subject to inspection by these government agencies. Our
failure to comply with these requirements could lead to, among other things, the
loss of approved status, termination of contractual rights without compensation,
demands for indemnification or mortgage loan repurchases, class action lawsuits
and administrative enforcement actions.

The lending involved with the retail mortgage loans handled by the Company also
require compliance with Federal lending and credit regulations, including but
not limited to, the Federal Truth-in-Lending Act and Regulation Z thereunder,
the Federal Equal Credit Opportunity Act and Regulation B thereunder, the Real
Estate Settlement Procedures Act of 1974 and Regulation X thereunder, the
Homeownership and Equity Protection Act of 1994, the Fair Housing Act, the Home
Mortgage Disclosure Act and Regulation C thereunder, the Federal Debt Collection
Practices Act, the Fair Credit Reporting Act of 1970 and the various state laws
and regulations imposed by the various states in which the Company operates and
conducts loan activity.

The Company is subject to audit requirement by the various federal and state
agencies that regulate the type of loans involved in the Company's operations.
To date, these audits have not revealed any material violations and the Company
has not been subject to any sanction, limitation, or penalty as a result of this
oversight. The internal controls and operations of the Company are designed to
insure compliance with all of these regulations, preparation of all required
documents and disclosures, compliance with limitations on interest rates and
charges, all as dependent upon the particular location of a borrower.

Bottomline's current operations on the Internet are not presently subject to
direct regulation by any government agency in the United States beyond
mortgage-related regulations and regulations applicable to businesses generally.
A number of legislative and regulatory proposals currently under consideration
by federal, state and local governmental organizations may lead to laws or
regulations concerning various aspects of business on the Internet, including:

         o        user privacy,

         o        taxation,


                                        4

<PAGE>



         o        content,

         o        access charges,

         o        liability for third-party activities, and

         o        jurisdiction.

The adoption of new laws or the application of existing laws may decrease the
use of the Internet, increase our costs or otherwise adversely affect our
business.

Regulatory and legal requirements are subject to change. If such requirements
change and become more restrictive, it would be more difficult and expensive for
Bottomline to comply and could affect the way we conduct our business, which
could adversely impact our results of operations. Although we believe we are
currently in material compliance with the laws, rules and regulations to which
we are subject, we cannot assure you that we are, or will be, in full compliance
with applicable laws, rules and regulations.

If we cannot comply with those laws or regulations, or if new laws limit or
eliminate some of the benefits of purchasing a mortgage, our business and
results of operations may be materially adversely affected.

Competition

Bottomline's business of retail mortgage banking and origination of residential
mortgage loans, especially in the emerging Internet marketplace for such loans
is highly competitive. Established and new entities have entered this area and
there is no reason to believe that additional operations will not enter the area
in the future. Many of the existing competing entities in this field are larger
than the Company, have greater resources, more experience, existing marketing
programs and are using substantially similar modes of operation in conducting
their business on a larger scale at the present time.

Employees

As of September 10, 2001, the Company had 14 full time employees.

ITEM 2.           DESCRIPTION OF PROPERTY

The Company currently maintains its executive offices at 200 South Los Robles
Avenue, Suite 230, Pasadena, California 91101. The building is owned by 200
South Los Robles-VEF V LLC, a nonrelated Limited Liability Company. The Company
pays annual rent of $64,719 for the use of this 2,722 square foot office
location.

ITEM 3.           LEGAL PROCEEDINGS

The majority owned subsidiary of the Company, Bottomline Mortgage, Inc. and
Buster Williams, Jr., (president of both the Company and Bottomline Mortgage,
Inc.) individually have been sued in the Superior Court of the State of
California, County of San Diego, Case No. GIC 766622 in a case entitled Radoslav
Kalla vs. Bottomline Mortgage, Inc., C & W Global Realty, Inc.; Buster Williams,
Jr.; and Does 1 through 10, inclusive. The suit alleges that Bottomline
Mortgage, Inc. is obligated to Mr. Kalla in the sum of

                                        5

<PAGE>



$180,000 for loans that have not been repaid to him on demand. The Defendants
contested the venue of this matter and the court has ruled that venue is proper
in San Diego County. The named defendants have filed their answer and are
contesting the allegations of Mr. Kalla. It is their position that Mr. Kalla is
an investor in Bottomline Mortgage, Inc., through his purchases of preferred
stock and is thus not entitled to the damages and recovery sought by his suit.

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

The Company submitted the following matters to its shareholders; a change of the
corporate name from Cyberenergy, Inc. to Bottomline Home Loan, Inc. and an
increase in the number of authorized shares of common stock from 100,000,000 to
500,000,000. Notice of these proposed changes were sent to all holders of voting
securities (common stock) and approved by the affirmative consent of holders of
in excess of 80% of the issued and outstanding shares of common stock. The final
amendment to the Articles of Incorporation for the Company were filed with the
Nevada Secretary of State's office on July 20, 2001. Schedule 14(c) filings were
made to reflect this submission and final approval by the security holders of
the Company.

                                     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 a
more attractive investment 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

         On or about April 25, 2001, and prior to his appointment as an officer
of the Company, Buster Williams, Jr. entered into a Stock Purchase Agreement
with the Company whereby he contracted to purchase 1,000,000 shares of the
Company's restricted common stock for the cash price of $25,000. This purchase
was approved by the Company's Board of Directors and this number of shares were
issued to Mr. Williams and full payment for the shares was received. This sale
was made in reliance on the exemptions from registration afforded by Section
4(2) of the 1933 Act.

         On June 26 , 2001, the Company signed a Stock Acquisition Agreement
with Buster Williams, Jr., David Williams, Mei Chen, Caitlin Rabanera, Matt
Morris, Sandra Jorgensen and Athena V. Killeen, for the purchase of 4,085,000
shares of Bottomline Mortgage, Inc. a California corporation. In exchange for
the transfer of these shares and a 76% interest in this business and its
operations the Company agreed to issue to the named selling shareholders
10,000,000 shares of its common stock. This transfer and sale represents 62% of
the issued and outstanding shares of the common stock of the Company. This sale
was made in reliance on the exemptions from registration afforded by Section
4(2) of the 1933 Act



                                        6

<PAGE>



         In a signed Stock Exchange Agreement the Company agreed that in
exchange for 50,000 shares of the common stock of Torchmail Communications, Inc.
the Company would issue 500,000 restricted shares of its common stock, this
transaction was approved by the Board of Directors on June 28, 2001 and
concluded shortly thereafter by issuing the 500,000 restricted shares of the
Company's common stock to Torchmail and receiving in return 50,000 restricted
shares of Torchmail Communications, Inc. common stock. This private stock sale
was made in reliance on the exemptions from registration afforded by Section
4(2) of the 1933 Act

Record Holders

Bottomline Home Loan, Inc.'s authorized capital stock consists of 500,000,000
shares of common stock, par value $0.001, of which 16,039,000 are issued and
outstanding as of September 1, 2001. There is authorized preferred stock of
5,000,0000 shares, par value of $0.001, none of which is issued or outstanding
and there are no options, warrants or other instruments convertible into shares
outstanding. 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


Results of Operations Bottomline Home Loan, Inc.

Revenues

The Company had $1,330,275 in revenue from for the year ended June 30, 2001, and
had $1,743,756 in revenue for the year ended June 30, 2000.

Expenses

Total expenses for the year ended June 30, 2001, were $1,548,952 and total
expenses for the year ended June 30, 2000, were $1,928,926. The consolidated
expenses for the Company reflect the past operations of Bottomline Mortgage,
Inc. and thus include the higher operating costs of that corporation, including
salaries, office costs, rent, advertising, interest, insurance, professional fee
and depreciation for the periods stated.



                                        7

<PAGE>



Losses

The Company had a net operating loss of $218,677 for the year ended June 30,
2001, compared to net operating losses of $185,170 for the year ended June 30,
2000. The Company's net operating losses for these periods were attributable to
general and administrative expenses and the increase in net loss reflects the
consolidation of operations with Bottomline Mortgage, Inc. and a loss resulting
from asset disposal and losses on sales of securities.

Results of Operations Bottomline Mortgage, Inc.

The operational results for the subsidiary Bottomline Mortgage, Inc. are
consolidated in the financial statements prepared for the Company and that are
included in this report. For informational purposes the separate information for
the subsidiary are discussed in the following paragraphs.

Revenues and Expenses

For the Company's majority owned subsidiary Bottomline Mortgage, Inc. revenues
for the fiscal year ending June 30, 2001 were $1,330,275 and $1,743,756 for the
fiscal year ending June 30, 2000. General and administrative expenses for the
years ended June 30, 2001, and June 30, 2000, for Bottomline Mortgage, Inc. were
respectively, $1,537,980 and $1,914,092, with depreciation expenses for those
years in the amounts of $10,972 and $14,834. The reason for the decrease in both
revenues and expenses from the year 2000 to 2001 is a result of the fluctuations
in the interest rate market and its effect on the amount of business obtained by
Bottomline.

Losses

Net loss for Bottomline Mortgage, Inc. for the year ended June 30, 2001 was
$332,037 and for the year ended June 30, 2000 the net loss was $147,273. For the
year ended June 30, 2001 other losses contributing to the net loss included a
loss of $64,588 on the sale of securities, a $5,021 loss on asset disposal and
unrealized losses of $51,101 on securities.

Liquidity and Capital Resources of Bottomline Home Loan, Inc.

The Company is currently authorized to issue 500,000,000 shares of common stock,
of which 16,039,000 shares are issued and outstanding, and 5,000,000 shares of
preferred stock, none of which is outstanding as of September 1, 2001.
Management believes that the Company has sufficient resources to meet the
anticipated needs of the Company's operations through at least the fiscal year
ending June 30, 2002. The Company anticipates that its major shareholders and/or
the revenue generated from its current operations will contribute sufficient
funds to satisfy the cash needs of the Company through the fiscal year ending
June 30, 2002. However, there can be no assurances to that effect as the
Company's need for capital may change dramatically during that period.


ITEM 7.           FINANCIAL STATEMENTS

The Company's audited financial statements for the fiscal year ended June 30,
2001 are attached hereto as F-1 through F-10.

                                        8

<PAGE>











                           BOTTOMLINE HOME LOAN, INC.
                      (formerly known as CYBERENERGY, INC.)

                        CONSOLIDATED FINANCIAL STATEMENTS

                                  June 30, 2001

                       [WITH INDEPENDENT AUDITORS' REPORT]













                                       F-9

<PAGE>

                           BOTTOMLINE HOME LOAN, INC.
                      (formerly known as CYBERENERGY, INC.)

                                Table of Contents


                                                                            Page

Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . . F-3

Consolidated Balance Sheet - June 30, 2001 . . . . . . . . . . . . . . .  F-4-5

Consolidated Statements of Operations for the years ended
June 30, 2001 and 2000 . . . . . . . . . . . . . . . . . . . . . . . . . . F-6

Consolidated Statements of Stockholders' Equity for the years
ended June 30, 2001 . . . . . . . . . . . . . . . . . . . . . . . . . . .  F-7

Consolidated Statements of Cash Flows for the years ended
June 30, 2001 and 2000 . . . . . . . . . . . . . . . . . . . . . . . . . . F-8

Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . F-9-14
















                                       F-2

<PAGE>

                          INDEPENDENT AUDITORS' REPORT


Board of Directors and Stockholders
Bottomline Home Loan, Inc. (formerly known as CyberEnergy, Inc.)
Pasadena, California

We have audited the accompanying consolidated balance sheet of Bottomline Home
Loan, Inc. (formerly known as CyberEnergy, Inc.), and consolidated subsidiary,
as of June 30, 2001, and the related statements of stockholders' equity,
operations, and cash flows for the years ended June 30, 2001 and 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 U.S. 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 Bottomline Home Loan, Inc.
(formerly known as CyberEnergy, Inc.), and consolidated subsidiary, as of June
30, 2001, and the results of operations and cash flows for the years ended June
30, 2001 and 2000, in conformity with accounting principles generally accepted
in the United States.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company's history of operating
losses raises substantial doubt about its ability to continue as a going
concern. Management's plans in those matters are described in note 10. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.


                                            /s/ Mantyla McReynolds
                                        --------------------------
                                        Mantyla McReynolds

August 27, 2001
Salt Lake City, Utah

                                       F-3

<PAGE>



                           BOTTOMLINE HOME LOAN, INC.
                      (formerly known as CYBERENERGY, INC.)
                           Consolidated Balance Sheet
                                  June 30, 2001


                                                                 June 30,
                                                                   2001
                                                             -----------------
ASSETS
   Current Assets
      Cash                                                   $          41,672
      Marketable securities - trading - Notes 1 & 4                     67,200
      Debt securities - trading - Note 5                             1,717,850
      Note receivable - current portion                                    210
          Total Current Assets                                       1,826,932

   Fixed Assets
      Furniture and equipment - Note 1                                  80,252
      Accumulated depreciation                                         (41,261)
          Net Fixed Assets                                              38,991

   Other Assets
      Note receivable net of current portion                            19,923
      Note receivable - related party - Note 2                          86,017
      Other investments                                                 12,500
      Deposits                                                           5,172
          Total Other Assets                                           123,612

TOTAL ASSETS                                                 $       1,989,535
                                                             =================

                 See accompanying notes to financial statements

                                       F-4

<PAGE>

                           BOTTOMLINE HOME LOAN, INC.
                      (formerly known as CYBERENERGY, INC.)
                           Consolidated Balance Sheet
                                   (continued)
                                  June 30, 2001

<TABLE>
<CAPTION>

                                                                                            June 30,
                                                                                              2001
                                                                                        -----------------
<S>                                                                                    <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
   Current Liabilities
      Accounts payable and accrued expenses                                             $          48,204
      Warehouse line of credit - Note 6                                                         1,651,944
      Income tax payable - Notes 1 & 3                                                                800
      Notes payable - current portion - Note 7                                                     22,877
          Total Current Liabilities                                                             1,723,825

   Long-Term Liabilities
      Notes payable - net of current portion - Note 7                                              14,092
          Total Long-Term Liabilities                                                              14,092
                                                                                        -----------------

TOTAL LIABILITIES                                                                               1,737,917

MINORITY INTEREST                                                                                  57,451

STOCKHOLDERS' EQUITY
      Preferred stock - 5,000,000 shares authorized at $0.001 par, none issued
      and outstanding 0 Common stock - 100,000,000 shares authorized at $0.001
      par;
           16,039,000 shares issued and outstanding - Note 8                                       16,039
      Paid in capital                                                                             704,559
      Retained earnings (deficit)                                                                (526,431)
TOTAL STOCKHOLDERS' EQUITY                                                                        194,167
                                                                                        -----------------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                                                                    $       1,989,535
                                                                                        =================
</TABLE>

                 See accompanying notes to financial statements

                                       F-5

<PAGE>



                           BOTTOMLINE HOME LOAN, INC.
                      (formerly known as CYBERENERGY, INC.)
                      Consolidated Statements of Operations
                   for the years ended June 30, 2001 and 2000
<TABLE>
<CAPTION>
                                                                        Year ended             Year ended
                                                                         June 30,               June 30,
                                                                           2001                   2000
                                                                  ---------------------- ----------------------
<S>                                                              <C>                    <C>
Revenues                                                          $            1,330,275 $            1,743,756
Expenses
   Salaries and direct loan costs                                                789,175              1,401,800
   Office and administration costs                                               403,117                334,664
   Rent expenses                                                                  76,861                 75,360
   Advertising                                                                    21,323                 38,142
   Interest                                                                      104,673                 44,594
   Insurance                                                                      16,859                 14,891
   Professional fees                                                             125,972                  4,641
   Depreciation                                                                   10,972                 14,834
      Total expenses                                                           1,548,952              1,928,926
          Net income (loss) from operations                                     (218,677)              (185,170)
Other income (expense)
   Interest income                                                                 8,091                  6,886
   Dividend income                                                                    59                      0
   Gain (loss) on asset disposal                                                  (5,021)                     0
   Gain (loss) on sale of securities                                             (64,588)                33,785
   Unrealized gain (loss) on securities Notes 1 & 4                              (51,101)                (1,974)
                                                                  ---------------------- ----------------------
          Total other income (expense)                                          (112,560)                38,697
                                                                  ---------------------- ----------------------
Income (loss) before minority interest and tax                                  (331,237)              (146,473)
provision
Minority share of (income) loss                                                   79,596                 35,304
Provision for income taxes - Notes 1 & 3                                            (800)                  (800)
                                                                  ---------------------- ----------------------
Net income (loss)                                                 $             (252,441)  $           (111,969)
                                                                  ====================== ======================

Net income (loss) per common share                                $               (0.03)   $              (0.05)
                                                                  ====================== ======================
Weighted average shares outstanding                                            9,373,059              2,280,912
                                                                  ====================== ======================
</TABLE>

                 See accompanying notes to financial statements

                                       F-6

<PAGE>

                           BOTTOMLINE HOME LOAN, INC.
                      (formerly known as CYBERENERGY, INC.)
                       Statements of Stockholders' Equity
                        for the years ended June 30, 2001



<TABLE>
<CAPTION>
                                       Number of       Number of                              Additional   Retained         Total
                                       Preferred          Common    Preferred       Common      Paid-in    Earnings    Stockholders'
                                          Shares          Shares        Stock        Stock      Capital   (Deficit)        Equity
                                     ----------- ---------------  -----------  -----------  ----------- ------------- -------------
<S>                                 <C>         <C>              <C>          <C>          <C>         <C>           <C>
Inception, December 15, 1999                   0       1,000,000  $         0  $    1,000   $        0  $           0 $       1,000

Stock split 2:1                                        1,000,000                     1,000      (1,000)                           0

Issued common shares for services                      2,006,000                     2,006       18,054                      20,060

Issued common shares for cash                          1,536,000                     1,536       13,824                      15,360

Net income (loss) through Dec. 1999                                                                          (21,898)      (21,898)

Net income (loss) for year 2000                                                                               (5,199)       (5,199)

Balance, December 31, 2000                     0       5,542,000            0        5,542       30,878      (27,097)         9,323

Canceled shares                                          (3,000)                       (3)            3                           0

Repurchase common shares for cash                    (1,000,000)                   (1,000)      (5,000)                     (6,000)

Issued common shares for cash                          1,000,000                     1,000       24,000                      25,000

Net income (loss) for period                                                                                 (28,865)      (28,865)

Recapitalization of subsidiary                        10,000,000                    10,000      642,678     (470,469)       182,209

Issued common shares for asset                           500,000                       500       12,000                      12,500

Balance, June 30, 2001                         0      16,039,000  $         0  $   16,039   $  704,559   $  (526,431) $     194,167
                                     =========== ===============  ===========  ===========  =========== ============= =============
</TABLE>


                 See accompanying notes to financial statements

                                       F-7

<PAGE>



                           BOTTOMLINE HOME LOAN, INC.
                      (formerly known as CYBERENERGY, INC.)
                      Consolidated Statements of Cash Flows
                   for the years ended June 30, 2001 and 2000

<TABLE>
<CAPTION>

                                                                            Year ended         Year ended
                                                                             June 30,           June 30,
Cash Flows from Operating Activities:                                          2001               2000
-------------------------------------
                                                                        ------------------ ------------------
<S>                                                                    <C>                  <C>
Net Income (loss)                                                       $         (332,037)  $       (147,273)
Adjustments to reconcile net income to net cash provided by
operating activities:
    Depreciation                                                                    10,972             14,834
    Loss on disposal of assets                                                       5,021
    Unrealized loss on trading securities                                           51,101              1,974
    Common stock issued for services                                                83,333
    Decrease (increase) in advance to agents                                        20,275              4,325
    Decrease (increase) in debt securities                                        (800,271)           107,575
    Increase (decrease) in accrued expenses                                         30,033             15,991
    Increase (decrease) in warehouse line payable                                  815,214           (133,127)
       Net Cash Provided by/(Used for) in Operating  Activities                   (116,359)          (135,701)

Cash Flows from Investing Activities:
   Decrease (increase) in notes receivable                                         (25,446)           (80,704)
   Decrease (increase) in deposits                                                                     15,000
   Net change in marketable securities                                            (103,037)             4,413
       Net Cash Provided by/(Used for) Investing Activities                       (128,483)           (61,291)

Cash Flows from Financing Activities:
------------------------------------
    Issued stock for cash                                                          291,000             25,000
    Cash acquired in reverse acquisition                                             1,488
    Redeemed stock for cash                                                                           (75,000)
    Dividends on preferred stock                                                                      (26,960)
    Increase (decrease) in long term debt                                          (28,466)            38,418
              Net Cash Provided by/(Used for) Financing Activities                 264,022            (38,542)

                    Net Increase(decrease) in Cash                                  19,180           (235,534)

Beginning Cash Balance                                                              22,492            258,026
                                                                        ------------------   ----------------

Ending Cash Balance                                                     $           41,672   $         22,492
                                                                        ==================   ================

Supplemental Disclosure Information:
  Cash paid during the year for interest                                $          104,673   $         44,594
  Cash paid during the year for income taxes                            $              800   $            800
</TABLE>

                 See accompanying notes to financial statements

                                       F-8

<PAGE>


                           BOTTOMLINE HOME LOAN, INC.
                      (formerly known as CYBERENERGY, INC.)
                          Notes to Financial Statements
                                  June 30, 2001

NOTE 1            Summary of Significant Accounting Policies
                  ------------------------------------------

         Nature of Operations

         The Company incorporated under the laws of the State of Nevada on
         February 15, 1996 as CyberEnergy, Inc. The name of the company was
         changed to Bottomline Home Loan, Inc. on May 4, 2001. The Company was a
         development stage company until June 27, 2001, when it acquired 76% of
         the outstanding common stock of Bottomline Mortgage, Inc. The
         transaction was accounted for as a reverse acquisition using the
         purchase method of accounting. The Company assists individuals, brokers
         and others in obtaining long term trust deed (mortgage) financing. The
         Company processes loan applications, effects loan underwriting and
         receives purchase commitments from investor groups for mortgage backed
         loans prior to funding the loans, primarily at its corporate office in
         Pasadena, California. Loan applications are also solicited and received
         at office locations in Salt Lake City, Utah; Phoenix, Arizona; and San
         Marcos, Texas. The Company is a non-supervised mortgagee, as defined by
         the U.S. Department of Housing and Urban Development (HUD), and is
         therefore required to conform to certain net worth, liquid assets and
         other conditions and requirements and to follow certain specific
         regulations issued from time to time by HUD.

         Accounting Method

         The accompanying financial statements have been prepared in accordance
         with accounting principles generally accepted in the United States,
         applicable to a going concern, which contemplates the realization of
         assets and the liquidation of liabilities in the normal course of
         business.

         Principles of Consolidation

         The accompanying consolidated balance sheet includes the accounts of
         Bottomline Home Loan, Inc. (formerly known as CyberEnergy, Inc.) and
         its 76% subsidiary, Bottomline Mortgage, Inc. Minority interest
         represents minority shareholders' proportionate share of the equity in
         Bottomline Mortgage, Inc. All significant intercompany balances and
         transactions are eliminated.

         Statement of Cash Flows

         Cash is comprised of cash on hand or on deposit in banks. The Company
         had $41,672 at June 30, 2001. The Company's non cash financing
         activities consisted of 500,000 common shares issued for restricted
         stock valued at $12,500 and 10,000,000 common shares issued for 76% of
         the outstanding shares of SUB valued at $182,209 during the six months
         ended June 30, 2001. SUB's non cash financing activities prior to
         acquisition consisted of 250,000 and 3,400,000 common shares issued for
         services and debt valued at $83,333 and $59,900 during the years ended
         June 30, 2001 and 2000. At times during the year the Company maintains
         more than


                                       F-9

<PAGE>


                           BOTTOMLINE HOME LOAN, INC.
                      (formerly known as CYBERENERGY, INC.)
                          Notes to Financial Statements
                                  June 30, 2001

NOTE 1            Summary of Significant Accounting Policies (continued)
                  ------------------------------------------

         Statement of Cash Flows (continued)
         -----------------------

         $100,000 in one bank. Cash is only insured by the Federal Deposit
         Insurance Corporation (FDIC) up to $100,000. Funds in excess of
         $100,000 are not insured by the FDIC or any other Federal agency. As of
         the balance sheet date the company had less than $100,000 in any one
         bank.

         Deferred Income Taxes

         The Company has adopted Statement of Financial Accounting Standard
         (SFAS) No. 109, "Accounting For Income Taxes," which requires the asset
         and liability method of accounting for income taxes. The asset and
         liability method requires that the current or deferred tax consequences
         of all events recognized in the financial statements are measured by
         applying the provisions of enacted tax laws to determine the amount of
         taxes payable or refundable currently or in future years. See Note 3
         below.

         Net Income Per Common Share

         Net income per common share is based on the weighted average number of
         shares outstanding during the period. Weighted average number of shares
         outstanding during the period was calculated as the number of common
         shares of parent received in exchange for the then outstanding common
         shares of SUB.

         Depreciation

         The Company's furniture and equipment is depreciated using primarily
         the straight-line method over useful lives of five to seven years.
         Depreciation for financial reporting purposes amounted to $10,972 and
         $14,834 for the years ended June 30, 2001 and 2000.


         Use of Estimates

         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.

         Contingent Rights

         The Company has entered into certain loan repurchase agreements with
         investors to which mortgage backed loans are sold. If the borrowers of
         these loans fail to make payments or


                                      F-10

<PAGE>


                           BOTTOMLINE HOME LOAN, INC.
                      (formerly known as CYBERENERGY, INC.)
                          Notes to Financial Statements
                                  June 30, 2001


NOTE 1            Summary of Significant Accounting Policies (continued)
                  ------------------------------------------

         Contingent Rights (continued)
         -----------------

         irregularities are noted, the Company may be required to repurchase
         these loans. If this were to occur the Company would be severely
         impacted. The Company incurred loan repurchase expenses of $46,967 and
         $98,750 during the years ended June 30, 2001 and 2000. No provision has
         been included in the financial statements for future loan repurchases.

         Marketable Securities

         The Company has classified its marketable securities as "trading"
         securities in accordance with Statement of Financial Accounting
         Standards (SFAS) No. 115. Trading securities are stated at fair value,
         with unrealized gains and losses reported as a separate portion of
         other income (expense) in the statements of operations. Marketable
         securities - trading at June 30, 2001 were valued at $67,200. Valuation
         of other security investments is based on acquisition costs. Markdowns
         are made to reflect significant and permanent impairment in value.
         Gains and losses on sales of securities are determined using the
         average cost method.

         Revenue Recognition

         The Company recognizes revenues and offsetting costs and expenses at
         the time it funds mortgage backed loans. Revenues are computed as
         purchase commitments received from investor group less amounts funded
         to borrowers.

         Fiscal Year

         The Company recently adopted June 30 as its fiscal year end. Previous
         financial statements of the Company have been issued based on a
         December 31 fiscal year end.

NOTE 2            Related Party Transactions

         In August 1999, the Company advanced $75,900 to an officer/director in
         exchange for a note secured by a third deed of trust on his personal
         residence. The note bears interest at 7% and requires no monthly
         payments. Principal and interest are due on July 4, 2009. Interest
         accrued on the note but not paid totals $5,313 and $4,804 for the years
         ended June 30, 2001 and 2000.

         During the year ended June 30, 2001 officers of the Company personally
         paid operating expenses of the Company for which they were not
         reimbursed. The officers have agreed not to seek reimbursement from the
         Company. $41,858 in expenses paid by the officers has been treated as
         additional paid in capital prior to the acquisition date.



                                      F-11

<PAGE>


                           BOTTOMLINE HOME LOAN, INC.
                      (formerly known as CYBERENERGY, INC.)
                          Notes to Financial Statements
                                  June 30, 2001


NOTE 3            Accounting for Income Taxes

         The Company has adopted Statement of Financial Accounting Standards No.
         109, "Accounting for Income Taxes." The Company has net operating loss
         carryforwards of $520,000 and $190,000 at June 30, 2001 and 2000 that
         will begin to expire in 2019. No deferred tax benefit has been recorded
         because management has determined that it is not likely that the
         benefit of the carryforward will be realized. The tax benefit of the
         cumulative carryforwards has been offset by a valuation allowance in
         the same amount. The table below reflects changes in the valuation
         allowance for the year ended June 30, 2001. Income taxes payable of
         $800 at June 30, 2001 and 2000 represent minimum taxes payable to the
         State of California. Income taxes payable of $800 at June 30, 2001
         represent minimum taxes payable by SUB to the State of California. The
         Company and SUB are not consolidated for income tax purposes.


                  Change in valuation allowance             Valuation
                                                            Allowance
----------------------------------------------------- ----------------------
6-30-2000 NOL $190,000 @ 34%                          $               64,600
Operating loss of $330,000 for year @ 34%                            112,200
6-30-2001 NOL $520,000 @ 34%                          $              176,800
                                                      ======================

NOTE 4            Marketable Securities

         Marketable securities are equity securities held in a single brokerage
         account and are shown at fair value at the balance sheet date net of
         margin payable. Net unrealized holding losses of $51,101 and $1,974
         have been recorded for the years ended June 30, 2001 and 2000.

NOTE 5            Debt Securities

         The Company's debt securities are comprised of mortgage backed
         securities originated and funded by the Company and are secured
         primarily by first or second trust deeds on residential real property.
         The securities typically have contractual maturities in excess of 10
         years, have originated within 60 days of the balance sheet date and are
         stated at fair value based on purchase commitments from mortgage
         investor groups prior to funding. At June 30, 2001 debt securities -
         trading were valued at $1,717,850, and had face value of $1,685,786.

NOTE 6            Warehouse Line of Credit

         The Company has a $2,000,000 line of credit that bears interest at 1%
         above the bank's reference rate. The line is used exclusively to fund
         pre-sold and pre-approved mortgage loans. The line is paid down when
         loans are sold to investor groups, and each funding must be repaid
         within 60 days. The line is secured by the Company's mortgage backed
         debt securities. At June 30, 2001


                                      F-12

<PAGE>


                           BOTTOMLINE HOME LOAN, INC.
                      (formerly known as CYBERENERGY, INC.)
                          Notes to Financial Statements
                                  June 30, 2001

         the warehouse line of credit amounted to $1,651,944 at an interest rate
         of 7.75%.

NOTE 7            Debt

         The Company has the following long term debts:

         Bank loan in the amount of $29,465 bearing interest of 14.5%, monthly
         payments of $1,281 plus interest, maturity of May 2003, unsecured.

         Capital lease obligation in the amount of $7,504 with imputed interest
         of $21%, monthly payments of $1,135, maturity of February 2002, secured
         by furniture and equipment.

Maturities of long term debt are as follows:


Year ended June 30                                         Amount
--------------------------------------------  -------------------
2002                                                       22,877
2003                                                       14,092
2004                                                            0

NOTE 8            Equity Transactions

         During the six month period ended June 30, 2001 the Company repurchased
         1,000,000 common shares for $6,000 cash and issued 1,000,000 common
         shares for $25,000 cash. On June 27, 2001 the Company issued 10,000,000
         common shares to acquire 76% of the outstanding stock of Bottomline
         Mortgage, Inc. The transaction was accounted for as a reverse
         acquisition using the purchase method of accounting. As such, all the
         assets and liabilities acquired were recorded at historical cost, which
         did not materially differ from fair value on the date of the
         acquisition.

         On June 28, 2001 the Company issued 500,000 common shares in exchange
         for 50,000 restricted shares of Torchmail Communications (TOCH), valued
         at $12,500.

NOTE 9            Contingencies

         On May 1, 2001 a minority shareholder filed suit against the Company
         alleging failure to repay a claimed loan of $180,000. Plaintiff seeks
         to recover general and special damages in an unspecified amount
         together with punitive damages and court costs. Discovery and trial
         preparation has not yet begun, no trial date has been set, nor has the
         Company filed an answer in the case. Management disputes the claims
         made and plans to vigorously contest the matter. Based solely on the
         allegations of the plaintiff, an adverse judgment could result in a
         loss in the range of $300,000. No opinion can reasonably be given as to
         the outcome of the suit and no loss or liability has been accrued in
         the financial statements. It is reasonably possible that this estimate


                                      F-13

<PAGE>



         could change within the next year, which change would have a material
         effect on the financial statements.

NOTE 10           Going Concern

         The Company has suffered operating losses in recent years and its
         adjusted net worth has fallen below the $250,000 required to continue
         as a non-supervised mortgagee under HUD guidelines. These facts lend
         substantial doubt about the Company's ability to continue as a going
         concern. Managements plans include expanding its market area to
         increase revenues and obtaining additional equity financing. If
         management is unsuccessful in these plans the Company may have to
         significantly change the type of business it does or cease operations.
         The financial statements contain no adjustments that might result from
         the outcome of this uncertainty.

NOTE 11           Concentrations

         The Company is involved in the real estate loan market. Fluctuations in
         interest rates or other market conditions within the real estate loan
         market may have a significant effect on the volume of business and
         profitability of the Company.





                                      F-14

<PAGE>



ITEM 8.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

On June 19, 2001, Bottomline Home Loan, Inc. terminated its relationship with
Jones, Wright Simkins and Associates ("Jones"), the principal accountant
previously engaged to audit the Company's financial statements. Effective June
14, 2001, the Company retained Mantyla McReynolds ("Mantyla") as the principal
accountants to replace Jones. The Company's board of directors approved the
change of accountants from Jones to Mantyla.

The audit reports of Jones on the Company's financial statements for the fiscal
year ending December 31, 2000 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.

On September 19, 2001 Mantyla McReynolds of Salt Lake City ("Mantyla"), the
principal accountant engaged to audit the Company's financial statements
informed Bottomline Home Loan, Inc. (the "Company") that it was resigning from
that position effective immediately.

The audit reports of Mantyla on the Company's financial statements for the
fiscal year ending June 30, 2001, 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 contained a going
concern uncertainty paragraph.

In connection with the audits of the fiscal year ending June 30, 2001, and up to
September 19, 2001, the date of Mantyla's resignation, the Company had no
disagreements with Mantyla on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
disagreements, if not resolved to their satisfaction, would have caused Mantyla
to make reference in connection with their opinion to the subject matter of the
disagreement. In addition, during that time there were no reportable events (as
defined in Item 304(a)(1)(iv) of Regulation S-B).

                                    PART III

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

The following individuals constitute the Company's Executive Officers and
Directors as of September 15, 2001.

         Name                              Age          Position

         Buster Williams, Jr.               48          President and Director
         David Williams                     26          Director


Buster Williams, Jr.: founded Bottomline Mortgage, Inc. in 1989 and has served
as its Chairman of the Board and Chief Executive Officer since that time. He was
also the largest shareholder until he sold his interest to Bottomline Home Loan,
Inc. His responsibilities with Bottomline Home Loan, Inc. include strategic
planning for the company as well as overseeing the day to day operations. Prior
to his employment with Bottomline Mortgage Inc. Mr. Williams was a licensed real
estate broker, general contractor, appraiser and developer of real estate over a
25 year period of time. For the three years from 1986 to 1989 he managed the
real property division of the Department of Economic Security of the State of
Arizona with 300+


                                        9

<PAGE>



facilities and a monthly budget of over $15 million dollars.

David Williams: has been employed at Bottomline Mortgage Inc. since 1997. He
currently manages secondary marketing and production areas. From early 1995 to
1997, David served as a property manager for Carlton Business Park, involved in
the management of a 250,000 square feet of office/warehouse space in the Phoenix
Metropolitan area. He holds a B.S. in Business Administration with a major in
Real Estate and Finance from Arizona State University.

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.

ITEM 10.  EXECUTIVE COMPENSATION

No compensation in excess of $100,000 was awarded to, earned by, or paid to any
executive officer or employee of the Company, fiscal years ended December 31,
1999 or 2000 or for the six month period ended June 30, 2001. The following
table and the accompanying notes provide summary information for each of the
last three fiscal years concerning cash and non-cash compensation paid or
accrued by Richard Surber, a prior officer of the Company during the fiscal
years ended December 31, 1999 or 2000 or for the six month period ended June 30,
2001. 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. As of June
30, 2001 the Company had not paid any compensation to the current officers and
directors. There is currently no policy in place that prevents the Company from
compensating current 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. No advances
have been made or contemplated by the Company to its officers 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.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                       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          2001        0         -                -               -                -              -                -
Secretary, Treasurer and   2000        0         -                -          $2,000                -              -                -
Director                   1999        0         -                -               -                -              -                -
</TABLE>

As officers of Bottomline Mortgage, Inc. Buster Williams, Jr., President and CEO
of Bottomline was paid a salary of $38,540 for the calendar years ending
December 31, 2000 and 1999 and was paid



<PAGE>



$45,920 for the six month period ending June 30, 2001, David J. Williams, Senior
Vice-President, Operations was paid a salary of $15,700 for the calendar years
ending December 31, 2000 and 1999 and was paid $7,700 for the six month period
ending June 30, 2001.

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 certain information concerning the ownership of
the Company's common stock as of July 31, 2001, with respect to: (i) each person
known to the Company to be the beneficial owner of more than five percent of the
company's common stock; (ii) all directors; and (iii) directors and executive
officers of the Company as a group. The notes accompanying the information in
the table below are necessary for a complete understanding of the figures
provided below. As of July 31, 2001, there were 16,039,000 shares of common
stock issued and outstanding.

                           As of the date of this Information Statement
<TABLE>
<CAPTION>

 Title of Class          Name and Address                              Nature  of               Amount of        Percent of class
                                                                        Ownership               Ownership
----------------------  -------------------------------------- ------------------  ---------------------- -----------------------
<S>                    <C>                                    <C>                 <C>                    <C>
Common Stock            Axia Group, Inc.                                   Direct               2,000,000                   12.5%
($0.001) par            268 West 400 South, Suite 300
value                   Salt Lake City, Utah 84101
----------------------  -------------------------------------- ------------------  ---------------------- -----------------------
Common Stock            Buster Williams(4)                                 Direct               6,843,330                   42.7%
($0.001) par            200 S. Los Robles Ave, #230
value                   Pasadena, CA 91101                               Indirect              293,757(1)                    1.8%
----------------------  -------------------------------------- ------------------  ---------------------- -----------------------
Common Stock            David Williams(5)                                  Direct               2,504,285                   15.6%
($0.001) par            200 S. Los Robles Ave., #230
value                   Pasadena, CA 91101                               Indirect              257,037(2)                    1.6%
----------------------  -------------------------------------- ------------------  ---------------------- -----------------------
Common Stock            Richard Surber                                     Direct               1,000,000                    6.2%
($0.001) par            268 West 400 South, #300
value                   Salt Lake City, Utah 84101                       Indirect            2,000,000(3)                   12.5%
----------------------  -------------------------------------- ------------------  ---------------------- -----------------------
Common Stock            All Officers and Directors                                              9,898,409                   61.7%
($0.001) par            as a Group, including direct
value                   and indirect control
----------------------  -------------------------------------- ------------------  ---------------------- -----------------------
<FN>

(1) Shares held by Mei Chen the spouse of Buster Williams
(2) Shares held by Caitlin Rabanera the spouse of David Williams
(3) Richard Surber is the President of Axia Group, Inc.
(4) Buster Williams, Jr. is the President and a Director of the Company and the
father of David Williams
(5) David Williams is a Director of the Company and the son of Buster Williams, Jr.
</FN>
</TABLE>





<PAGE>



ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On December 31, 1999, the Company issued 2,000,000 shares of Common Stock to
Richard Surber (2,000,000), valued at par ($0.001) for services rendered
pursuant to Rule 701 of the Securities Act of 1933. Mr. Surber was the President
and Director of the Company and of Axia Group, Inc., a 12.5% shareholder and
former parent of the Company. On April 25th, 2001, the Company entered into a
Stock Purchase Agreement with Richard Surber wherein the Company purchased
1,000,000 shares of its common stock at a total purchase price of $6,000,
thereby reducing Mr. Surber's ownership in the Company to 1,000,000 shares of
common stock or 6.2% of the presently issued and outstanding shares.

In August 1999, Bottomline advanced $75,900 to Buster Williams, Jr. in exchange
for a note secured by a third Deed of Trust on his personal residence. See note
2 to the financial statements for details of the loan terms.


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 June 28, 2001, the company filed a form 8-K in which the company
         changed independent auditors from Jones, Wright, Simpkins and Assoc. to
         Mantyla McReynolds, an amended 8-K/A was filed on July 7, 2001 to amend
         the original filing.











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<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 5th day of December, 2001.

                                   Bottomline Home Loan, Inc.


                                     /s/ Buster Williams, Jr.
                                   ------------------------------------
                                   Name: Buster Williams, Jr.
                                   Title: President and CEO

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

Signature                            Title                  Date

 /s/ Buster Williams, Jr.    President, CEO and Director    December 5, 2001
----------------------------
Buster Williams, Jr.


 /s/ David Williams          Director                       December   5, 2001
----------------------------
David Williams



















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<PAGE>



                  INDEX TO EXHIBITS

Exhibit      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(ii)        *      Amendment to the Articles of Incorporation of Cyberenergy,
                    Inc., a Nevada corporation, filed with the State of Nevada
                    on July 20, 2001, to change the corporation's name to
                    Bottomline Home Loan, Inc. and increase the number of
                    authorized shares of common stock to 500,000,000.

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

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


                      MATERIAL CONTRACTS

10(i)(a)     *      Stock Purchase Agreement between the Company and Buster
                    Williams, Jr., dated April 25, 2001 for the purchase of
                    1,000,000 shares of common stock for the cash price of
                    $25,000.

10(i)(b)     *      Stock Acquisition Agreement between the Company and Buster
                    Williams, Jr., David Williams, Mei Chen, Caitlin Rabanera,
                    Matt Morris, Sandra Jorgensen and Athena V. Killeen for the
                    acquisition of 4,085,000 shares of Bottomline Loan, Inc. in
                    exchange for 10,000,000 shares of the company's common
                    stock.

10(i)(c)     *      Stock Exchange Agreement between the Company and Torchmail
                    Communications, Inc. whereby the Company exchanged 500,000
                    restricted shares of its common stock for 50,000 restricted
                    shares of Torchmail Communications, Inc.'s restricted common
                    stock.

23           37       Consents of Auditor

*         Incorporated by reference from Form 10-KSB filed September 21, 2001 or
          Form 10-K filed in 2000.







<PAGE>


                   5872 South 900 East, Suite 250 * Salt Lake
                      City, UT 84121 * (801) 269-1818 * Fax
                      (801) 266-3481 (Letterhead of Mantyla
                                   McReynolds)
                           A Professional Corporation
                                      (CPA)



                                                              December 5, 2001



Bottomline Home Loan, Inc.
200 South Los Robles Ave., Suite 230
Pasadena, California 91101


Ladies and Gentlemen:

This letter shall serve as formal notice that we have received your Form
10-KSB/A, Annual Report for the transition period ended June 30, 2001, to be
filed with the Securities and Exchange Commission. Upon review of the filing
information as it relates to our audit of the financial statements as of June
30, 2001, under our report dated August 27, 2001, we consent to the
incorporation of our report in such filing.



                              Very truly yours,

                              /s/ Mantyla McReynolds
                              -----------------------------
                              Mantyla McReynolds













        5872 South 900 East, Suite 250 * Salt Lake City, UT 84121 * (801)
                         269-1818 * Fax (801) 266-3481