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 March 31, 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: 0-31417
-------

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

Nevada 88-0356064
------ ----------
(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 May 11, 2001 was 6,542,000.

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 2. RECENT SALES OF UNREGISTERED SECURITIES...............................4

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

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

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

[THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]

PART I

ITEM 1. FINANCIAL STATEMENTS

As used herein, the term "Company" refers to Cyberenergy, Inc., a Nevada
corporation unless otherwise indicated. Unaudited, condensed interim financial
statements including a balance sheet for the Company as of the quarter ended
March 31, 2001 and statements of operations, 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 and cumulative amounts are attached hereto as Pages
F-1 through F-5 and are incorporated herein by this reference.

[THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]

INDEX TO FINANCIAL STATEMENTS

Unaudited Balance Sheet as of March 31, 2001.................................F-2

Unaudited Statement of Operations for the
three months ended March 31, 2001 and 2000 and
December 15, 1999 (Date of Inception) to March 31, 2001......................F-3

Unaudited Statement of Cash Flows for the three months
ended March 31, 2001 and 2000 and December 15, 1999
(Date of Inception) to March 31, 2001........................................F-4

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

F-1

CYBERENERGY, INC.
(A Development Stage Company)
Balance Sheet for period ending
March 31, 2001

March 31, 2001
(Unaudited)
--------------
Assets

Cash & cash equivalents $ 7,889
--------------
Total Current Assets 7,889
--------------

Total Assets $ 7,889
==============

Liabilities and Stockholders' Equity

Current liabilities - accounts payable $ 2,836
--------------
Total Current Liabilities 2,836
--------------

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
Additional paid-in capital 30,878
Accumulated deficit (31,367)
--------------
Total stockholders' equity 5,053
--------------

Total liabilities and stockholders' equity $ 7,889
==============

See accompanying notes to Financial Statements

F-2

CYBERENERGY, INC.
(A Development Stage Company)
Unaudited Statement of Operations
Three months ended March 31, 2001 and 2000, and
December 15, 1999 (Date of Inception) to March 31, 2001

Three months Three months
ended ended Inception to
March 31, March 31, March 31,
2001 2000 2001
----------- ----------- -------------

Revenues - interest income $ 62 $ - $ 126

General and administrative costs 4,332 3,516 30,493
----------- ----------- -------------

Income / (Loss) before income taxes (4,270) (3,516) (30,367)

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

Net Income / (Loss) $ (4,270) $ (3,516 $ (30,367)

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

Income / (Loss) per common share - basic and diluted $ (0.00) $ (0.00) $ (0.01)
=========== =========== =============

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

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

See accompanying notes to Financial Statements

F-3

CYBERENERGY, INC.
(A Development Stage Company)
Unaudited Statement of Cash Flows
Three months ended March 31, 2001 and 2000 and
December 15, 1999 (Date of Inception) to March 31, 2001

Three Months ended
March 31,
Inception to
March
2001 2000 31, 2001
-------------- ------------- ----------------

Cash flows from operating activities:
Net loss $ (4,270) $ (3,516) $ (30,367)
Adjustments to reconcile net loss to net cash
(used) in operating activities:
Stock compensation expense - - 20,060
Increase in accounts payable 1,607 1,505 2,836
-------------- ------------- --------------

Net cash (used) in operating activities (2,663) (2,011) (7,471)
-------------- ------------- --------------

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

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

Net cash provided by financing activities - 15,360 15,360
-------------- ------------- --------------

Net increase in cash (2,663) 13,349 7,889

Cash, beginning of period 10,552 - -
-------------- ------------- --------------

Cash, end of period $ 7,889 $ 13,349 $ 7,889
============== ============= ==============

See accompanying notes to Financial Statements

F-4

CYBERENERGY, INC.
(A Development Stage Company)
Notes to Financial Statements
March 31, 2000

1. 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 had proposed to seek business ventures which will
allow for long-term growth. Accordingly, the Company, as of March 31, 2001 was
considered a development stage company as defined in SFAS No. 7 and had not, as
of that date, commenced business operations. On April 25, 2001, the Company
purchased 1,000,000 shares of the Company's common stock from the Company's
president for $6,000 cash. On April 26, 2001 the Company signed an agreement
which would allow the company to acquire assets of Bottomline Mortgage, Inc.
subsequent to the end of this period. The agreement provides for the acquisition
of assets with a net value of approximately $250,000 in exchange for 10,000,000
shares of the Company's common stock.

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 March 31, 2001 and the results of operations and cash flows for the three
months ended March 31, 2001. The results of operations for the three months
ended March 31, 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 Form 10-KSB, filed with the Securities and Exchange
Commission. 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. 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 Form 10-KSB, filed with the Securities and Exchange Commission.
Therefore, those footnotes are included herein by reference.

F-5

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

Plan of Operations

The Company's plan of operation for the coming year was as of March 31,
2001 to identify and acquire a favorable business opportunity. On April 26, 2001
the Company signed an Asset Acquisition Agreement with Bottomline Mortgage, Inc.
to acquire certain assets of Bottomline with an estimated net value of $250,000
in exchange for 10,000,000 shares of the Company's common stock. These assets
will form the basis for the Company's operation of a mortgage loan application
and facilitation center. Final approval of the acquisition by shareholders of
both corporations is still pending.

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 and/or the acquisition with Bottomline is concluded. Any minor expenses
pending the Company acquiring operations are expected to be paid by the
Company's major shareholders.

PART II

ITEM 2 RECENT SALES OF UNREGISTERED SECURITIES

On April 26, 2001 the Company agreed to issue to Buster Williams, Jr. 1,000,000
shares of common stock in exchange for a cash payment of $25,000. These shares
were issued pursuant to the exemption from registration provided by Section 4(2)
of the Securities Act of 1933. The Company made this offering based on the
following factors: (1) the issuance was an isolated private transaction by the
Company which did not involve a public offering; (2) there was only one offeree
who was issued stock for cash consideration; (3) the offeree stated an intention
not to resell the stock and has continued to hold it since it was acquired; (4)
there were no subsequent or contemporaneous public offerings of the stock; (5)
the stock was not broken down into smaller denominations; and (6) the
negotiations for the sale of the stock took place directly between the offeree
and the Company.

On April 25, 2001 the Company purchased from Richard D. Surber, its President,
1,000,000 shares of common stock in exchange for a cash payment of $6,000. These
shares were acquired in a private transaction and the shares are to be returned
to the Company's treasury. The purchase was made to facilitate the acquisition
of assets from Bottomline Mortgage, Inc. by the Company.

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.

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 11th day of May, 2001.

CYBERENERGY, INC.

/s/ Buster Williams. Jr.
- -----------------------------
Buster Williams. Jr.
CEO and Director

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 August 30, 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 August
30, 2000).

10(i) 7 Stock Purchase Agreement, dated April 26, 2001 between the
Company and Buster Williams, Jr. for the purchase of
1,000,000 shares of the Company's common stock from Mr.
Williams in exchange for a cash payment of $25,000.

10(ii) 12 Stock Purchase Agreement, dated April 25 2001 between the
Company and Richard D. Surber for the purchase of 1,000,000
shares of the Company's common stock from Mr. Surber in
exchange for a cash payment of $6,000.

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

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement ("Agreement") is entered into this day of
April, 2001 by and between Buster Williams, Jr. ("Williams") an individual, with
a principal office located at 200 South Robles Avenue, Suite 230, Pasadena,
California 91101, and Cyberenergy, Inc., a Nevada corporation ("Cyberenergy")
with principal offices located at 268 West 400 South, Suite 300, Salt Lake City,
Utah 84101.

WHEREAS, Williams desires to purchase from Cyberenergy One Million
(1,000,000) shares of the common stock of Cyberenergy, Inc. ("Shares").

WHEREAS, Cyberenergy will sell to Williams the shares in exchange for a
payment in the sum of Twenty Five Thousand Dollars ($25,000) to Cyberenergy in
exchange for delivery of all certificates in negotiable form representing the
Shares.

NOW, THEREFORE with the above being incorporated into and made a part
hereof for the mutual consideration set out herein and, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Exchange. Williams will pay $25,000 to Cyberenergy or assigns on
April 26 , 2001 and Cyberenergy will:

a. Deliver the Shares with all the necessary documents to transfer
ownership to Williams for delivery no later than May 3, 2001; and

b. Williams will deliver to Cyberenergy the sum of $25,000.00.

2. Termination. This Agreement may be terminated at any time prior to the
Closing Date:

A. By Williams or Cyberenergy:

(1) If there shall be any actual or threatened action or
proceeding by or before any court or any other governmental
body which shall seek to restrain, prohibit, or invalidate the
transactions contemplated by this Agreement and which, in
judgement of such Board of Directors made in good faith and
based upon the advice of legal counsel, makes it inadvisable
to proceed with the transactions contemplated by this
Agreement; or

(2) If the Closing shall have not occurred prior to May 3,
2001, or such later date as shall have been approved by
parties hereto, other than for reasons set forth herein.

B. By Cyberenergy:

(1) If Williams shall fail to comply in any material respect
with any of his covenants or agreements contained in this
Agreement or if any of the representations or warranties of
Williams contained herein shall be inaccurate in any material
respect; or

C. By Williams:

(1) If Cyberenergy shall fail to comply in any material

respect with any of its covenants or agreements contained in
this Agreement or if any of the representations or
warranties of Cyberenergy contained herein shall be
inaccurate in any material respect;

In the event this Agreement is terminated pursuant to this Paragraph,
this Agreement shall be of no further force or effect, no obligation, right, or
liability shall arise hereunder, and each party shall bear its own costs as well
as the legal, accounting, printing, and other costs incurred in connection with
negotiation, preparation and execution of the Agreement and the transactions
herein contemplated.

3. Representations and Warranties of Williams. Williams hereby represents and
warrants that effective this date and the Closing Date, the following
representations are true and correct:

A. Authority. Williams has the full power and authority to enter
this Agreement and to carry out the transactions contemplated by
this Agreement.

B. No Conflict With Other Instruments. The execution of this
Agreement will not violate or breach any document, instrument,
agreement, contract, or commitment material to the business of
Williams to which Williams is a party and has been duly
authorized by all appropriate and necessary action.

C. Deliverance of Shares. As of the Closing Date, the shares to be
delivered to Williams will be restricted and constitute valid and
legally issued shares of Cyberenergy, fully paid and
non-assessable and equivalent in all respects to all other issued
and outstanding shares of Cyberenergy restricted stock.

D. No Conflict with Other Instrument. The execution of this
Agreement will not violate or breach any document, instrument,
agreement, contract or commitment material to Williams.

4. Representations and Warranties of Cyberenergy.

Cyberenergy hereby represents and warrants that, effective this date
and the Closing Date, the representations and warranties listed below are true
and correct.

A. Corporate Authority. Cyberenergy has the full corporate power and
authority to enter this Agreement and to carry out the
transactions contemplated by this Agreement. The Board of
Directors of Cyberenergy has duly authorized the execution,
delivery, and performance of this Agreement.

B. No Conflict With Other Instruments. The execution of this
Agreement will not violate or breach any document, instrument,
agreement, contract, or commitment material to the business of
Cyberenergy to which Cyberenergy is a party and has been duly
authorized by all appropriate and necessary action.

C. No Conflict with Other Instrument. The execution of this
agreement will not violate or breach any document, instrument,
agreement, contract or commitment material to Cyberenergy.

5. Closing. The Closing as herein referred to shall occur upon such date
as the parties hereto may mutually agree upon, but is expected to be on or
before May 3, 2001.

At closing Cyberenergy will deliver 1,000,000 shares of its restricted

common stock to Williams, and Williams will deliver $25,000 to
Cyberenergy on or before April 26, 2001.

6. Conditions Precedent of Williams to Effect Closing. All obligations of
Williams under this Agreement are subject to fulfillment prior to or as of the
Closing Date, as follows:

A. The representations and warranties by or on behalf of Cyberenergy
contained in this Agreement or in any certificate or documents
delivered to Cyberenergy pursuant to the provisions hereof shall
be true in all material respects as of the time of Closing as
though such representations and warranties were made at and as of
such time.

B. Cyberenergy shall have performed and complied with all covenants,
agreements and conditions required by this Agreement to be
performed or complied with by it prior to or at the Closing.

C. All instruments and documents delivered to Cyberenergy pursuant
to the provisions hereof shall be reasonably satisfactory to
Cyberenergy's legal counsel.

7. Conditions Precedent of Cyberenergy to Effect Closing. All obligations
of Cyberenergy under this Agreement are subject to fulfillment prior to or as
of the date of Closing, as follows:

A. The representations and warranties by or on behalf of Williams
contained in this Agreement or in any certificate or documents
delivered to Williams pursuant to the provisions hereof shall be
true in all material respects as of the time of Closing as though
such representations and warranties were made at and as of such
time.

B. Williams shall have performed and complied with all covenants,
agreements and conditions required by this Agreement to be
performed or complied with by it prior to or at the Closing.

C. All instruments and documents delivered to Cybereneregy pursuant
to the provisions hereof shall be reasonably satisfactory to
Cybereneregy's legal counsel.

8. Damages and Limit of Liability. Each party shall be liable, for any material
breach of the representations, warranties, and covenants contained herein which
results in a failure to perform any obligation under this Agreement, only to the
extent of the expenses incurred in connection with such breach or failure to
perform Agreement.

9. Nature and Survival of Representations and Warranties. All representations,
warranties and covenants made by any party in this Agreement shall survive the
Closing hereunder. All of the parties hereto are executing and carrying out the
provisions of this Agreement in reliance solely on the representations,
warranties and covenants and agreements contained in this Agreement or at the
Closing of the transactions herein provided for and not upon any investigation
upon which it might have made or any representations, warranty, agreement,
promise, or information, written or oral, made by the other party or any other
person other than as specifically set forth herein.

Indemnifying Party which will conduct the defense must be approved by the
Indemnified Party (whose approval will not be unreasonably withheld), and the
Indemnified Party may participate in such defense at the expense of the
Indemnified Party. The Indemnifying Party will not in the defense of any such
claim or litigation, consent to entry of any judgement or enter into any
settlement without the written consent of the Indemnified Party (which consent
will not be unreasonably withheld). The Indemnified Party will not, in
connection with any such claim or litigation, consent to entry of any judgement
or enter into any settlement without the written consent of the Indemnifying
Party (which consent will not be unreasonably withheld). The Indemnified Party
will cooperate fully with the Indemnifying Party and make available to the
Indemnifying Party all pertinent information under its control relating to any
such claim or litigation. If the Indemnifying Party refuses or fails to conduct
the defense as required in this Section, then the Indemnified Party may conduct
such defense at the expense of the Indemnifying Party and the approval of the
Indemnifying Party will not be required for any settlement or consent or entry
of judgement.

11. Default at Closing. Notwithstanding the provisions hereof, if Cyberenergy
shall fail or refuse to deliver any of the Shares, or shall fail or refuse to
consummate the transaction described in this Agreement prior to the Closing
Date, such failure or refusal shall constitute a default by Cyberenergy and
Williams at its option and without prejudice to its rights against such
defaulting party, may either (a) invoke any equitable remedies to enforce
performance hereunder including, without limitation, an action or suit for
specific performance, or (b) terminate all of its obligations hereunder with
respect to Cyberenergy

12. Costs and Expenses. Cyberenergy and Williams shall bear their own costs and
expenses in the proposed exchange and transfer described in this Agreement.
Cyberenergy and Williams have been represented by their own attorneys in this
transaction, and shall pay the fees of their attorneys, except as may be
expressly set forth herein to the contrary.

13. Notices. Any notice under this Agreement shall be deemed to have been
sufficiently given if sent by registered or certified mail, postage prepaid,
addressed as follows:

To Cyberenergy To Buster Williams, Jr.
268 West 400 South, Suite 300 200 South Los Robles Avenue, Suite 230
Salt Lake City, Utah 84101 Pasadena, California 91101

14. Miscellaneous.

A. Further Assurances. At any time and from time to time, after the
effective date, each party will execute such additional
instruments and take such additional steps as may be reasonably
requested by the other party to confirm or perfect title to any
property transferred hereunder or otherwise to carry out the
intent and purposes of this Agreement.

B. Waiver. Any failure on the part of any party hereto to comply
with any of its obligations, agreements, or conditions hereunder
may be waived in writing by the party to whom such compliance is
owed.

C. Brokers. Neither party has employed any brokers or finders with
regard to this Agreement not disclosed herein.

D. Headings. The section and subsection headings in this Agreement
are inserted for convenience only and shall not affect in any way
the meaning or interpretation of this Agreement.

E. Counterparts. This Agreement may be executed simultaneously in
two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the
same instrument.

F. Governing Law. This Agreement was negotiated and is being
contracted for in the State of Utah, and shall be governed by the
laws of the State of Utah, notwithstanding any conflict-of-law
provision to the contrary. Any suit, action or legal proceeding
arising from or related to this Agreement shall be submitted for
binding arbitration resolution to the American Arbitration
Association, in Salt Lake City, Utah, pursuant to their Rules of
Procedure or any other mutually agreed upon arbitrator. The
parties agree to abide by decisions rendered as final and
binding, and each party irrevocably and unconditionally consents
to the jurisdiction of such arbitrator and waives any objection
to the laying of venue in, or the jurisdiction of, said
Arbitrator.

G. Binding Effect. This Agreement shall be binding upon the parties
hereto and inure to the the parties, their respective heirs,
administrators, executors, successors, and assigns.

H. Entire Agreement. The Agreement contains the entire agreement
between the parties hereto and supersedes any and all prior
agreements, arrangements or understandings between the parties
relating to the subject matter hereof. No oral understandings,
statements, promises or inducements contrary to the terms of this
Agreement exist. No representations, warranties covenants, or
conditions express or implied, other than as set forth herein,
have been made by any party.

I. Severability. If any part of this Agreement is deemed to be
unenforceable the balance of the Agreement shall remain in full
force and effect.

IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first above written.

Buster Williams, Jr. Cyberenergy, Inc.,
a Nevada corporation

/s/ Buster Williams, Jr. By: /s/ Richard D. Surber
------------------------- -----------------------
Buster Williams, Jr. Name: Richard D. Surber
Its: President

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement ("Agreement") is entered into this 25th
day of April, 2001 by and between Richard D. Surber ("Surber") an individual and
President of Cyberenergy, Inc. with a principal office located at 268 West 400
South, Suite 300, Salt Lake City, Utah 84101, and Cyberenergy, Inc., a Nevada
corporation ("Cyberenergy") with principal offices located at 200 S. Los Robles,
Suite 230, Pasadena, California 91101..

WHEREAS, Surber desires to sell to Cyberenergy One Million (1,000,000)
shares of the common stock of Cyberenergy, Inc. ("Shares").

WHEREAS, Cyberenergy will pay Six Thousand Dollars ($6,000) to Surber
in exchange for delivery of all certificates in negotiable form representing the
Shares.

1. Exchange. Cyberenergy will pay $6,000 to Surber or assigns on April 26,
2001 and Surber will:

c. Deliver the Shares with all the necessary executed medallion
stock powers to transfer ownership to Cyberenergy for delivery no
later than May 2, 2001; and

d. Cyberenergy will deliver to Surber the sum of $6,000.00.

2. Termination. This Agreement may be terminated at any time prior to the
Closing Date:

A. By Surber or Cyberenergy:

(1) If there shall be any actual or threatened action or
proceeding by or before any court or any other governmental
body which shall seek to restrain, prohibit, or invalidate
the transactions contemplated by this Agreement and which,
in judgement of such Board of Directors made in good faith
and based upon the advice of legal counsel, makes it
inadvisable to proceed with the transactions contemplated by
this Agreement; or

(2) If the Closing shall have not occurred prior to May 3,
2001, or such later date as shall have been approved by
parties hereto, other than for reasons set forth herein.

B. By Cyberenergy:

If Surber shall fail to comply in any material respect with
any of his covenants or agreements contained in this Agreement
or if any of the representations or warranties of Surber
contained herein shall be inaccurate in any material respect;
or

C. By Surber:

If Cyberenergy shall fail to comply in any material respect
with any of its covenants or agreements contained in this
Agreement or if any of the representations or warranties of
Cyberenergy contained herein shall be inaccurate in any
material respect;

3. Representations and Warranties of Surber. Surber hereby represents and
warrants that effective this date and the Closing Date, the following
representations are true and correct:

A. Authority. Surber has the full power and authority to enter this
Agreement and to carry out the transactions contemplated by this
Agreement.

B. No Conflict With Other Instruments. The execution of this
Agreement will not violate or breach any document, instrument,
agreement, contract, or commitment material to the business of
Surber to which Surber is a party and has been duly authorized by
all appropriate and necessary action.

C. Deliverance of Shares. As of the Closing Date, the shares to be
delivered to Cyberenergy will be restricted and constitute valid
and legally issued shares of Cyberenergy, fully paid and
non-assessable and equivalent in all respects to all other issued
and outstanding shares of Cyberenergy restricted stock.

D. No Conflict with Other Instrument. The execution of this
Agreement will not violate or breach any document, instrument,
agreement, contract or commitment material to Surber.

4. Representations and Warranties of Cyberenergy.

Cyberenergy hereby represents and warrants that, effective this date
and the Closing Date, the representations and warranties listed below are true
and correct.

B. No Conflict With Other Instruments. The execution of this
Agreement will not violate or breach any document, instrument,
agreement, contract, or commitment material to the business of
Cyberenergy to which Cyberenergy is a party and has been duly
authorized by all appropriate and necessary action.

C. No Conflict with Other Instrument. The execution of this
agreement will not violate or breach any document, instrument,
agreement, contract or commitment material to Cyberenergy.

5. Closing. The Closing as herein referred to shall occur upon such date as
the parties hereto may mutually agree upon, but is expected to be on or
before May 3, 2001.

At closing Cyberenergy will deliver $6,000 to Surber, and Surber will
deliver the Shares to Cyberenergy.

6. Conditions Precedent of Cyberenergy to Effect Closing. All obligations of

Cyberenergy under this Agreement are subject to fulfillment prior to or as of
the Closing Date, as follows:

B. Cyberenergy shall have performed and complied with all covenants,
agreements and conditions required by this Agreement to be
performed or complied with by it prior to or at the Closing.

C. All instruments and documents delivered to Cyberenergy pursuant
to the provisions hereof shall be reasonably satisfactory to
Cyberenergy's legal counsel.

7. Conditions Precedent of Surber to Effect Closing. All obligations of Surber
under this Agreement are subject to fulfillment prior to or as of the date
of Closing, as follows:

A. The representations and warranties by or on behalf of Surber
contained in this Agreement or in any certificate or documents
delivered to Surber pursuant to the provisions hereof shall be
true in all material respects as of the time of Closing as though
such representations and warranties were made at and as of such
time.

B. Surber shall have performed and complied with all covenants,
agreements and conditions required by this Agreement to be
performed or complied with by it prior to or at the Closing.

C. All instruments and documents delivered to Surber pursuant to the
provisions hereof shall be reasonably satisfactory to Surber's
legal counsel.

10. Indemnification Procedures. If any claim is made by a party which would give
rise to a right of indemnification under this paragraph, the party seeking
indemnification (Indemnified Party) will promptly cause notice thereof to be
delivered to the party from whom indemnification is sought (Indemnifying Party).
The Indemnified Party will permit the Indemnifying Party to assume the defense
of any such claim or any litigation resulting from the claims. Counsel for the
Indemnifying Party which will conduct the defense must be approved by the
Indemnified Party (whose approval will not be unreasonably withheld), and the
Indemnified Party may participate in such defense at the expense of the
Indemnified Party. The Indemnifying Party will not in the defense of any such
claim or litigation, consent to entry of any judgement or enter into any
settlement without the written consent of the Indemnified Party (which consent

will not be unreasonably withheld). The Indemnified Party will not, in
connection with any such claim or litigation, consent to entry of any judgement
or enter into any settlement without the written consent of the Indemnifying
Party (which consent will not be unreasonably withheld). The Indemnified Party
will cooperate fully with the Indemnifying Party and make available to the
Indemnifying Party all pertinent information under its control relating to any
such claim or litigation. If the Indemnifying Party refuses or fails to conduct
the defense as required in this Section, then the Indemnified Party may conduct
such defense at the expense of the Indemnifying Party and the approval of the
Indemnifying Party will not be required for any settlement or consent or entry
of judgement.

11. Default at Closing. Notwithstanding the provisions hereof, if Surber shall
fail or refuse to deliver any of the Shares, or shall fail or refuse to
consummate the transaction described in this Agreement prior to the Closing
Date, such failure or refusal shall constitute a default by Surber and
Cyberenergy at its option and without prejudice to its rights against such
defaulting party, may either (a) invoke any equitable remedies to enforce
performance hereunder including, without limitation, an action or suit for
specific performance, or (b) terminate all of its obligations hereunder with
respect to Surber.

12. Costs and Expenses. Cyberenergy and Surber shall bear their own costs and
expenses in the proposed exchange and transfer described in this Agreement.
Cyberenergy and Surber have been represented by their own attorneys in this
transaction, and shall pay the fees of their attorneys, except as may be
expressly set forth herein to the contrary.

13. Notices. Any notice under this Agreement shall be deemed to have been
sufficiently given if sent by registered or certified mail, postage
prepaid, addressed as follows:

To Surber: To Cyberenergy:
268 West 400 South, Suite 300 Cyberenergy, Inc.
Salt Lake City, Utah 84101 200 South Los Robles Avenue, Suite 230
Pasadena, California 91101

14. Miscellaneous.

C. Brokers. Neither party has employed any brokers or finders with
regard to this Agreement not disclosed herein.

D. Headings. The section and subsection headings in this Agreement
are inserted for convenience only and shall not affect in any way
the meaning or interpretation of this Agreement.

G. Binding Effect. This Agreement shall be binding upon the parties
hereto and inure to the benefit of the parties, their respective
heirs, administrators, executors, successors, and assigns.

I. Severability. If any part of this Agreement is deemed to be
unenforceable the balance of the Agreement shall remain in full
force and effect.

IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first above written.

Surber Cyberenergy, Inc.,
a Nevada corporation

/s/ Richard D. Surber By:/s/ Buster Williams, Jr.
------------------------ ------------------------
Richard D. Surber Name: Buster Williams, Jr.
Its: CEO