SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB


(Mark One)
   [X]   Quarterly report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934 for the quarterly period ended June 30, 2001.

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



         Commission file number: 0-32705
                                 -------


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




                 Nevada                                  88-0360531
                 ------                                  ----------
    (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 November 6th , 2001 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  Cyberwholesale,  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  June 30,  2001,  and
statements of operations, and statements of cash flows for the interim period up
to the date of such balance sheet.  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 June 30, 2001..................................F-2

Unaudited Statement of Operations for the three and six months ended June 30,
2001 and 2000 and June 3, 1996 (Date of Inception) to June 30, 2001..........F-3

Unaudited Statement of Cash Flows for the six months ended June 30, 2001 and
2000 and June 3, 1996 (Date of Inception) to June 30, 2001...................F-4

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




















                                       F-1

<PAGE>



                              Cyberwholesale, Inc.
                          (A Development Stage Company)
                        Balance Sheet for periods ending
                                  June 30, 2001
<TABLE>
<S>                                                                   <C>


                                                                         June 30, 2001
                                                                         (Unaudited)
                                                                       ---------------
                                     Assets

Cash & cash equivalents                                               $              0
                                                                       ---------------
                                  Total Assets                        $              0

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


                      Liabilities and Stockholders' Equity
Current Liabilities:
      Accounts payable                                                $            150
      A/P - Related Parties                                                      1,265
      Bank Overdrafts                                                              181
                                                                       ---------------
                           Total Current Liabilities                             1,596
                                                                       ---------------

Stockholders' equity:
     Common stock, $.001 par value, 20,000,000 shares authorized,
           2,042,000 shares issued and outstanding                               2,042
     Additional paid-in capital                                                    324
     Accumulated Deficit                                                        (3,962)
                                                                       ---------------

                      Total Stockholders' Equity (Deficit)                      (1,596)
                                                                       ---------------

              Total Liabilities and Stockholders' Equity (Deficit)    $              0
                                                                       ===============

</TABLE>










                 See accompanying notes to Financial Statements

                                       F-2

<PAGE>



                              Cyberwholesale, Inc.
                          (A Development Stage Company)
                        Unaudited Statement of Operations
              Three and Six months ended June 30, 2001 and 2000 and
                June 3, 1996 (Date of Inception) to June 30, 2001
<TABLE>
<CAPTION>

                                                      Three months ended      Six months ended        Inception
                                                         June 30,                 June 30,           to June 30,
                                                    2001         2000         2001        2000          2001
                                                 -----------  -----------  ----------  -----------  --------------
<S>                                             <C>          <C>          <C>         <C>          <C>

Revenues                                         $         0  $         0  $        0  $         0  $            0

General and administrative costs                          86          165         236        1,124           3,962
                                                 -----------  -----------  ----------  -----------  --------------

Income / (Loss) before income taxes                     (86)        (165)       (236)      (1,124)         (3,962)

Provision for income taxes                                 0            0           0            0               0
                                                 -----------  -----------  ----------  -----------  --------------

                  Net Income / (Loss)            $       (86) $      (165) $     (236) $    (1,124) $       (3,962)
                                                 ===========  ===========  ==========  ===========  ==============

Income / (Loss) per common share - basic                0.00         0.00        0.00         0.00
and diluted
                                                 -----------  -----------  ----------  -----------

Weighted average common shares - basic and         2,042,000    2,042,000   2,042,000    2,042,000
diluted
                                                 -----------  -----------  ----------  -----------

</TABLE>
















                 See accompanying notes to Financial Statements

                                       F-3

<PAGE>



                              Cyberwholesale, Inc.
                          (A Development Stage Company)
                        Unaudited Statement of Cash Flows
                  Six months ended June 30, 2001 and 2000, and
                June 3, 1996 (Date of Inception) to June 30, 2001
<TABLE>
<CAPTION>

                                                                      Six months ended
                                                                          June 30,                Inception to
                                                                   2001              2000        June 30, 2001
                                                               -------------    --------------   --------------
<S>                                                           <C>              <C>              <C>

Cash flows from operating activities:
     Net loss                                                  $        (236)   $       (1,124)  $       (3,962)
         Adjustments to reconcile net loss to net cash
         (used) in operating activities:
             Increase in bank overdrafts                                 181                 -              181
             Increase in accounts payable                                  0                 0              150
             Increase in related party payables                            0               850            1,265
                                                               -------------    --------------   --------------
                 Net cash provided by operating activities               (55)             (274)          (2,366)
                                                               -------------    --------------   --------------


Cash flows from investing activities                                       0                 0                0
                                                               -------------    --------------   --------------


Cash flows from financing activities
        Additional Paid-in Capital                                         0                 0              324
        Issuance of Common Stock                                           0                 0            2,042
        Decrease in stock subscription receivable                          0               360                0
                                                               -------------    --------------   --------------
               Net cash provided by financing activities                   0                              2,366
                                                               -------------    --------------   --------------


Net increase in cash                                                     (55)               86                0
                                                               -------------    --------------   --------------

Cash, beginning of period                                                 55                 0                0
                                                               -------------    --------------   --------------

Cash, end of period                                            $           0    $           86   $            0
                                                               -------------    --------------   --------------

</TABLE>








                 See accompanying notes to Financial Statements


                                       F-4

<PAGE>



                              Cyberwholesale, Inc.
                          (A Development Stage Company)
                          Notes to Financial Statements
                                  June 30, 2001

1.       Organization

The Company was organized  under the laws of the State of Nevada on June 3, 1996
and had no  significant  operations  or  activity  until  June 3, 1996  (date of
inception). The Company was originally formed for the purpose of specializing in
Internet  "virtual  mall"  development.  The  Company's  main  area of focus was
directed towards the development of a virtual shopping mall  specializing in the
sale of  wholesale  related  goods on the  Internet.  However,  due to a lack of
necessary  funding.  plans for a theme based virtual store were  abandoned.  The
Company  became a "blank  check" or "shell"  company  during the last quarter of
1996 and currently seeks to identify and complete a merger or acquisition with a
private entity whose business presents an opportunity for Company  shareholders.
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.

2.       Unaudited Financial Statements

The  unaudited  financial  statements  include  the  accounts of the Company and
include all adjustments  (consisting of normal recurring  items),  which are, in
the opinion of management, necessary to present fairly the financial position as
of June 30, 2001, the results of operations and cash flows for the three and six
months  ended June 30, 2001 and 2000,  and cash flows for six months  ended June
30, 2001 and 2000.  The results of operations  for the six months ended June 30,
2001,  are not  necessarily  indicative  of the results to be  expected  for the
entire year.

3.        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 May 9, 2001.  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, 2001.

4.       Related Party Transactions

At the  conclusion  of the second  quarter,  the Company owed Hudson  Consulting
Group, Inc.  $1,264.81 for services rendered in preparing  disclosure  documents
and  general  administrative  tasks  and  cash  advances  with  regard  to daily
operations.  Richard Surber is president of both Hudson  Consulting  Group, Inc.
and the Company.

5.       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 May 9, 2001.  Therefore,  those footnotes
are included herein by reference.

                                        4

<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 for the next twelve
months,  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 6th day of November, 2001.




Cyberwholesale, 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 May 9, 2001).

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 May 9, 2001).



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





















                                        6

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