SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB/A


(Mark One)

[X]  Quarterly  report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934 for the quarterly period ended September 30, 2000.

[ ]  Transition  report under Section 13 or 15(d) of the  Securities  Exchange
     Act of 1934 for the transition period from ______ to ______ .



         Commission file number: 0-29601
                                 -------


                              CYBERCOSMETICS, INC.
                              --------------------
        (Exact name of small business issuer as specified in its charter)




             Nevada                                        88-0360533
             ------                                        ----------
(State or other jurisdiction of                         (I.R.S. Employer
 incorporation or organization)                        Identification No.)





            268 West 400 South, Suite 300, Salt Lake City, Utah 84101
            ---------------------------------------------------------
               (Address of principal executive office) (Zip Code)


                                 (801) 575-8073
                                 --------------
                           (Issuer's telephone number)



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 XX   No


The number of outstanding shares of the issuer's common stock,  $0.001 par value
(the only class of voting stock), as of December 12, 2000 was 2,042,000.


<PAGE>



                                TABLE OF CONTENTS

                                     PART I

ITEM 1.  FINANCIAL STATEMENTS..................................................3

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.............4

                                     PART II

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K......................................4

SIGNATURES.....................................................................5

INDEX TO EXHIBITS..............................................................6












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                                        2

<PAGE>



                                     PART I

ITEM 1.           FINANCIAL STATEMENTS

As used  herein,  the term  "Company"  refers to  Cybercosmetics  Inc., a Nevada
corporation,  and its subsidiaries and predecessors unless otherwise  indicated.
Consolidated,  unaudited,  condensed  interim financial  statements  including a
balance  sheet for the Company as of the quarter  ended  September  30, 2000 and
statements of operations,  statements of  shareholders  equity and statements of
cash flows for the interim  period up to the date of such balance  sheet and the
comparable period of the preceding year are attached hereto as Pages F-1 through
F-5 and are incorporated herein by this reference.













                 [THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]

                                        3

<PAGE>



INDEX TO FINANCIAL STATEMENTS

 Unaudited Balance Sheet as of September 30, 2000 and December 31, 1999......F-2

Unaudited Statement of Operations for the three and nine months
ended September 30, 2000 and 1999 and June 3, 1996
(Date of Inception) to September 30, 2000....................................F-3

Unaudited Statement of Cash Flows for the nine months
ended September 30, 2000 and 1999 and June 3, 1996
(Date of Inception) to December 31, 1999.....................................F-4

Notes to Condensed Financial Statements......................................F-5


                                       F-1

<PAGE>



                              CYBERCOSMETICS, INC.
                          (A Development Stage Company)
                                 Balance Sheets
                 As Of September 30, 2000 and December 31, 1999

<TABLE>
<CAPTION>
                                                                                   (Unaudited)
                                                                                  September 30,      December 31,
                                                                                      2000               1999
                                                                                 ---------------   ----------------
ASSETS
<S>                                                                            <C>               <C>
CURRENT ASSETS:

     Cash                                                                       $             31  $               -
                                                                                 ---------------   ----------------
     TOTAL CURRENT ASSETS                                                                     31                  -

TOTAL ASSETS                                                                    $             31  $               -
                                                                                 ===============   ================

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:

     Accounts Payable - Trade                                                   $            888  $               -
     Accounts Payable - Related Party                                                        950                  -
                                                                                 ---------------   ----------------
     TOTAL CURRENT LIABILITIES                                                             1,838                  -

STOCKHOLDERS' EQUITY:

     Preferred stock, $.001 par value; authorized 5,000,000 shares; no
     shares issued                                                                             -                  -
     Common stock, $.001 par value; authorized 20,000,000 shares;
     shares issued and outstanding: 2,042,000 on September 30, 2000 and
     December 31, 1999                                                                     2,042              2,042
     Additional paid-in capital                                                              324                324
     Less Stock Subscriptions Receivable                                                       -               (360)
     Accumulated deficit during development stage                                         (4,173)            (2,006)
                                                                                 ---------------   ----------------
     TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)                                              (1,807)                 -
                                                                                 ---------------   ----------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                      $             31  $               -
                                                                                 ===============   ================
</TABLE>


    The accompanying notes are an integral part of these financial statements


                                       F-2

<PAGE>



                              CYBERCOSMETICS, INC.
                          (A Development Stage Company)
                       Unaudited Statements of Operations
              For the Periods Ended September 30, 2000 and 1999 and
             June 3, 1996 (Date of Inception) to September 30, 2000



<TABLE>
<CAPTION>
                                            For the Three Months Ended           For the Nine Months Ended          Inception to
                                                  September 30,                        September 30,                September 30,
                                             2000               1999              2000               1999                2000
                                        --------------    ----------------   ---------------   ----------------   -----------------
<S>                                   <C>               <C>                <C>               <C>                <C>
Revenue:
     None                              $             -   $               -  $              -  $               -  $                -
                                        --------------    ----------------   ---------------   ----------------   -----------------
Expenses:
     General and administrative costs                -                   -               874                  -               2,880
     Outside Service                               888                   -               888                  -                 888
     Stock Related                                 155                   -               405                  -                 405
                                        --------------    ----------------   ---------------   ----------------   -----------------
Gross Expenses                                   1,043                   -             2,167                  -               4,173

Operating Profit (Loss)                         (1,043)                  -            (2,167)                 -              (4,173)
                                        --------------    ----------------   ---------------   ----------------   -----------------
Provision for income taxes                           -                   -                 -                  -                   -

         Net loss                      $        (1,043)  $               -  $         (2,167) $               -  $           (4,173)
                                        ==============    ================   ===============   ================   =================
Net loss per common share - basic      $          0.00   $            0.00  $           0.00  $            0.00
                                        ==============    ================   ===============   ================
Weighted average number of shares            1,042,822           1,000,000         1,042,822          1,000,000
                                        ==============    ================   ===============   ================
</TABLE>






    The accompanying notes are an integral part of these financial statements



                                       F-3

<PAGE>



                              CYBERCOSMETICS, INC.
                         (A Developmental Stage Company)
                       Unaudited Statements of Cash Flows
            For the Nine Months Ended September 30, 2000 and 1999 and
             June 3, 1996 (Date of Inception) to September 30, 2000


<TABLE>
<CAPTION>
                                                                                                             Inception to
                                                                           September        September       September 30,
                                                                            30, 2000         30, 1999            2000
                                                                         --------------   --------------   ----------------
<S>                                                                    <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (loss)                                                            $        (2,167) $             -  $          (4,173)
     Adjustments to reconcile net (loss) to net
     cash used by operating activities:

       Increase in accounts payable                                                 888                                 888
       Services and expenses paid with common stock                                   -                -              1,006
                                                                         --------------   --------------   ----------------
          Total adjustments                                                         888                -              1,894
                                                                         --------------   --------------   ----------------

  Net cash provided (used) by operating activities                               (1,279)               -             (2,279)
                                                                         --------------   --------------   ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Loans by Related Party                                                         950                -                950
     Capital contributions by incorporators                                         360                -              1,360
                                                                         --------------   --------------   ----------------
  Net cash provided by financing activities                                       1,310                -              2,310

Net increase (decrease) in cash                                                      31                -                 31
                                                                         --------------   --------------   ----------------
Cash, beginning                                                                       -                -                  -
                                                                         --------------   --------------   ----------------
Cash, ending                                                            $            31  $             -  $              31
                                                                         ==============   ==============   ================
SUPPLEMENTAL SCHEDULE OF NON-CASH
INVESTING AND FINANCING ACTIVITIES:
     Issuance of common stock for services and expenses                 $             -  $             -  $           1,006
                                                                         ==============   ==============   ================
</TABLE>



    The accompanying notes are an integral part of these financial statements

                                       F-4

<PAGE>



                               CYBERCOSMETICS, INC
                          (A Development Stage Company)
              NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
                               September 30, 2000


1.  Basis of Presentation

The accompanying consolidated unaudited condensed financial statements have been
prepared by management in accordance  with the  instructions in Form 10-QSB and,
therefore,  do not include all information  and footnotes  required by generally
accepted  accounting  principles and should,  therefore,  be read in conjunction
with the Company's initial registration  statement on Form 10-SB, filed with the
Securities  and Exchange  Commission on February 18, 2000.  These  statements do
include all normal recurring  adjustments  which the Company believes  necessary
for a fair presentation of the statements.  The interim  operations  results are
not  necessarily  indicative of the results for the full year ended December 31,
2000.

2.  Related Party Transactions

At the conclusion of the third quarter, Hudson Consulting Group, Inc. billed the
Company  $888.00 for services  rendered in preparing  disclosure  documents  and
general administrative tasks with regard to daily operations.  Richard Surber is
president of both Hudson Consulting Group, Inc. and the Company.


3.  Additional footnotes included by reference

Except as indicated in Notes above, there have been no other material changes in
the information  disclosed in the notes to the financial  statements included in
the  Company's  initial  registration  statement  on Form 10- SB, filed with the
Securities  and  Exchange  Commission  on February 18,  2000.  Therefore,  those
footnotes are included herein by reference.









                                       F-5

<PAGE>



ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Plan of Operations

The Company's plan of operation for the coming year 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
fourth quarter of 2000, but there can be no assurance that this expectation will
be fully realized.

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.


                                     PART II

ITEM 6.           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 6 of this  Form  10-QSB,  and are
     incorporated herein by this reference.

(b)  Reports on Form 8-K.  No  reports on Form 8-K were filed  during the period
     covered by this Form 10-QSB.









                                        4

<PAGE>



                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed  on its  behalf  by the  undersigned,  hereunto  duly
authorized, this 12th day of December, 2000.




CYBERCOSMETICS, INC.


/s/  Richard D. Surber
-----------------------------
Richard D. Surber
President and Director









                                        5

<PAGE>



                                INDEX TO EXHIBITS

EXHIBIT  PAGE
NO.      NO.        DESCRIPTION
-------  ----       -----------

3(i)     *          Articles  of  Incorporation  of  the  Company  (incorporated
                    herein by reference  from Exhibit No. 3(i) of the  Company's
                    Form  10-SB  as  filed  with  the  Securities  and  Exchange
                    Commission on February 18, 2000).

3(ii)    *          Bylaws of the Company,  as amended  (incorporated  herein by
                    reference  from Exhibit 3(ii) of the Company's Form 10-SB as
                    filed  with  the  Securities  and  Exchange   Commission  on
                    February 18, 2000).

27       7          Financial Data Schedule "CE".

* Incorporated  herein by reference from the referenced  filings previously made
by the Company.

                                        6