**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-KSB**

*(Mark One)*

[**X**]	Annual report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended
December 31, 2000

[   ]	Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 (*No fee required*) for the
transition period from ______________ to _____________ .

Commission file number: **000-31417**

******Cybergate, Inc.**

(Name of Small Business Issuer in Its Charter)

|**Nevada**

(State or Other Jurisdiction of

Incorporation or Organization) | **88-0356047**

(I.R.S. Employer

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

Common Stock  ($0.001 Par Value) | Name of each Exchange on Which Registered

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 ****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 [****].

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.

**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

**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 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.

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.

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 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
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.

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.



Cybergate, Inc

(A Development Stage Company)

Audited Financial Statements

December 31, 2000 and 1999

**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

[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

**CYBERGATE, INC.**

**(A Development Stage Company)**

**BALANCE SHEET**

**December 31,**

|                                                                                                       |   | **2000** |   | **1999**
|------------------------------------------------------------------------------------------------------ | - | -------- | - | --------
|**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  
|                                                                                                       |   |          |   |         
|                                                                                                       |   |          |   |         
|                                                                                                       |   |          |   |         
|                                                                                                       |   |          |   |         

See accompanying notes to Financial Statements

**CYBERGATE, INC.**

**(A Development Stage Company)**

**STATEMENT OF OPERATIONS**

|                                             |   | ****Year Ended
December 31,
2000 |   | ****December 15, 1999
**(date of inception)
to December 31,
2000** |   | ******Cumulative
Amounts
Since
Inception**
|-------------------------------------------- | - | -------------------------------- | - | ------------------------------------------------------------------ | - | ------------------------------------------
|                                             |   |                                  |   |                                                                    |   |                                           
|                                             |   |                                  |   |                                                                    |   |                                           
|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 and | $ | -                                | $ | (0.01)                                                             | $ | (0.01)                                    
|                                             |   |                                  |   |                                                                    |   |                                           
|                                             |   |                                  |   |                                                                    |   |                                           
|Weighted average common shares - basic and   |   | 5,542,000                        |   | 2,236,000                                                          |   | 5,403,000                                 
|                                             |   |                                  |   |                                                                    |   |                                           
|                                             |   |                                  |   |                                                                    |   |                                           
|                                             |   |                                  |   |                                                                    |   |                                           



See accompanying notes to Financial Statements

**CYBERGATE, INC.**

**(A Developmental Stage Company)**

**Statement of Stockholders' Equity**

**December 15, 1999 (Date of Inception) to December 31, 2000**

|                                                 |  | ********Preferred Stock | **** | ****Common Stock | **** | **Additional
Paid-in** | **** | ****Accumulated | **** |            
|------------------------------------------------ |  | ----------------------- | ---- | ---------------- | ---- | ---------------------- | ---- | --------------- | ---- | -----------
|                                                 |  | **********Shares**      | **** | **Amount**       | **** | **Shares**             | **** | **Amount**      | **** | **Capital**
|                                                 |  |                         |      |                  |      |                        |      |                 |      |            
|Balance at December 15, 1999 (date of
inception) |  | -                       | $    | -                |      | 1,000,000              | $    | 1,000           | $    | -          
|                                                 |  |                         |      |                  |      |                        |      |                 |      |            
|Stock Split                                      |  | -                       |      | -                |      | 1,000,000              |      | 1,000           |      | (1,000)    
|                                                 |  |                         |      |                  |      |                        |      |                 |      |            
|Issuance of common stock for:                    |  |                         |      |                  |      |                        |      |                 |      |            
|Services                                         |  | -                       |      | -                |      | 2,006,000              |      | 2,006           |      | 18,054     
|Stock subscription receivable                    |  | -                       |      | -                |      | 1,536,000              |      | 1,536           |      | 13,824     
|                                                 |  |                         |      |                  |      |                        |      |                 |      |            
|Net Loss                                         |  | -                       |      | -                |      | -                      |      | -               |      | -          
|                                                 |  |                         |      |                  |      |                        |      |                 |      |            
|Balance at December 31, 1999                     |  | -                       |      | -                |      | 5,542,000              |      | 5,542           |      | 30,878     
|                                                 |  |                         |      |                  |      |                        |      |                 |      |            
|Net Loss                                         |  | -                       |      | -                |      | -                      |      | -               |      | -          
|                                                 |  |                         |      |                  |      |                        |      |                 |      |            
|Balance at December 31, 2000                     |  | -                       | $    | -                |      | 5,542,000              | $    | 5,542           | $    | 30,878     
|                                                 |  |                         |      |                  |      |                        |      |                 |      |            

See accompanying notes to Financial Statements

****

******CYBERGATE, INC.**

**(A Development Stage Company)**

**STATEMENT OF CASH FLOWS**

|                                                                               |                                           | ****Year Ended
December 31,
2000 |        | ****December 15, 1999
**(date of inception)
to December 31,
2000** |   | ******Cumulative
Amounts
Since
Inception**
|------------------------------------------------------------------------------ | ----------------------------------------- | -------------------------------- | ------ | ------------------------------------------------------------------ | - | ------------------------------------------
|                                                                               |                                           |                                  |        |                                                                    |   |                                           
|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 |                                                                    | - |                                           
|                                                                               |                                           |                                  |        |                                                                    |   |                                           
|Net increase in cash                                                           |                                           | 11,150                           |        | -                                                                  |   | 11,150                                    
|                                                                               |                                           |                                  |        |                                                                    |   |                                           
|Cash, beginning of period                                                      |                                           | -                                |        | -                                                                  |   | -                                         
|                                                                               |                                           |                                  |        |                                                                    |   |                                           
|Cash, end of period                                                            | $                                         | 11,150                           | $      | -                                                                  | $ | 11,150                                    
|                                                                               |                                           |                                  |        |                                                                    |   |                                           

See accompanying notes to Financial Statements****

**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.

******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:

|                                     |   | ****Year Ended
December 31,

**2000** |   | **December 15, 1999**

**(date of inception)
to December 31,
1999** |   | **Cumulative
Amounts
Since
Inception**
|------------------------------------ | - | ------------------------------------- | - | ------------------------------------------------------------------- | - | --------------------------------------
|                                     |   |                                       |   |                                                                     |   |                                       
|                                     |   |                                       |   |                                                                     |   |                                       
|Income tax benefit at statutory rate | $ | 1,000                                 | $ | 3,000                                                               | $ | 4,000                                 
|Change in valuation allowance        |   | (1,000)                               |   | (3,000)                                                             |   | (4,000)                               
|                                     |   |                                       |   |                                                                     |   |                                       
|                                     | $ | -                                     | $ | -                                                                   | $ | -                                     

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.****

**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.

******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.

**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.

**SUMMARY COMPENSATION TABLE**

|****                                                 | **Annual Compensation** | **Long Term Compensation**
|---------------------------------------------------- | ----------------------- | --------------------------
|****                                                 | **Awards**              | **Payouts**               
|**Name and Principal
Position**                      | ****
Year               | ****
Salary

**($)**      
|Richard D. Surber

Secretary, Treasurer and
Director | 2000

1999

1998        | 0

0

0                   

******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).

|**Title of Class** | **Name and Address of Beneficial
Ownership**                                    | **Amount and Nature of
Beneficial Ownership** | **Percent of Class**
|------------------ | ------------------------------------------------------------------------------- | --------------------------------------------- | --------------------
|Common Stock       | Richard Surber, President

268 W. 400 S., Suite 300

Salt Lake City, Utah 84101 | 4,000,000(1)                                  | 72.2%               
|Common Stock       | Axia Group, Inc.

268 W. 400 S., Suite 300

Salt Lake City, Utah 84101          | 2,000,000                                     | 36.1%               
|Common Stock       | All Executive Officers and
Directors as a Group                                 | 4,000,000                                     | 72.2%               

**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.

**[THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]**

**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

**[THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]**

**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.

******[THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]**

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.