UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

June 8, 2004

ADMINISTRATIVE PROCEEDING
File No. 3-11512

I.

The Securities and Exchange Commission ("Commission") deems it necessary and appropriate for the protection of investors that public administrative proceedings be, and hereby are, instituted pursuant to Section 12(j) of the Securities Exchange Act of 1934 ("Exchange Act").

II.

After an investigation, the Division of Enforcement alleges that:

A. RESPONDENTS

1. Cybergate, Inc. ("Cybergate") (a/k/a Mortgage Financial Link.Com, Inc.) (CIK No. 1017307)¹ is a Nevada shell corporation with equity securities registered with the Commission pursuant to Exchange Act Section 12(g) on August 30, 2000, through the company's president, Richard D. Surber. Cybergate is delinquent in its periodic filings with the Commission, having not filed a periodic report since the period ending March 31, 2001. Cybergate's last Form 10-QSB, filed on May 15, 2001, for the period ending March 31, 2001, reported assets of $8,488 and liabilities of $2,836. Cybergate's stock has not publicly traded.

2. Cyber Tennis, Inc. ("Cyber Tennis") (CIK No. 1016029) is a Nevada shell corporation with equity securities registered with the Commission pursuant to Exchange Act Section 12(g) on May 10, 2001, through the company's president, Richard D. Surber. Cyber Tennis is delinquent in its periodic filings with the Commission, having not filed a periodic report since the period ending June 30, 2002, and it has a default status with the Nevada Secretary of State. Cyber Tennis's last Form 10-QSB, filed on July 9, 2002, for the period ending June 30, 2002, reported that it had no assets and $8,791 in liabilities. Cyber Tennis's stock has not publicly traded.

3. Cyberwholesale, Inc. ("Cyberwholesale ") (CIK No. 1016075) is a Nevada shell corporation with equity securities registered with the Commission pursuant to Exchange Act Section 12(g) on May 9, 2001, through the company's president, Richard D. Surber. Cyberwholesale is delinquent in its periodic filings with the Commission, having not filed a periodic report since the period ending June 30, 2002, and it has a default status with the Nevada Secretary of State. Cyberwholesale's last Form 10-QSB, filed on July 9, 2002, for the period ending June 30, 2002, reported that it had no assets and $8,459 in liabilities. Cyberwholesale's stock has not publicly traded.

4. CathayOne, Inc. ("CathayOne ") (f/k/a Premier Brands, Inc.) (CIK No. 1071355) is a Delaware shell corporation with equity securities registered with the Commission pursuant to Exchange Act Section 12(g) on March 8, 2000. The company was originally incorporated in Utah by Richard D. Surber and sold to current management. CathayOne is delinquent in its periodic filings with the Commission, having not filed a periodic report since the period ending September 30, 2001, and it has had a void status with the Delaware Secretary of State since March 1, 2002. On June 15, 2001, CathayOne filed a Chapter 11 bankruptcy petition. CathayOne's last Form 10-QSB, filed on February 19, 2002, for the period ending September 30, 2001, reported that the company had $8 in assets and over $2 million in liabilities. CathayOne's stock (symbol "CATH") was delisted from the Over-The-Counter Bulletin Board service ("OTCBB") in the fourth quarter of 2001, and it was last quoted on the Pink Sheets on August 5, 2003.

5. eLocity Networks, Inc. ("eLocity Networks") (a/k/a eLocity, Inc. and Cyber Equestrian, Inc.) (CIK No. 1017126) is a Nevada shell corporation with equity securities registered with the Commission pursuant to Exchange Act Section 12(g) on August 30, 2000, through the company's president, Richard D. Surber. eLocity Networks is delinquent in its periodic filings with the Commission, having not filed a periodic report since the period ending September 30, 2001, and it has a default status with the Nevada Secretary of State. eLocity Networks' last Form 10-QSB, filed on November 13, 2001, for the period ending September 30, 2001, reported that it had no assets and $2,342 in liabilities. eLocity Networks' stock has not publicly traded.

6. Golden Opportunity Development Corp. ("Golden Opportunity") (CIK No. 1083162) is a Nevada shell corporation with equity securities registered with the Commission pursuant to Exchange Act Section 12(g) on October 15, 1999, through the company's president, Richard D. Surber. Golden Opportunity is delinquent in its periodic filings with the Commission, having not filed a periodic report since the period ending September 30, 2002. The company's last Form 10-QSB, filed on October 29, 2002, for the period ending September 30, 2002, reported that it had assets of $1,459 and liabilities of $1,459. Golden Opportunity's stock has not publicly traded.

7. J. A. B. International, Inc. ("J. A. B. International") (f/k/a Brush Creek Mining & Development Co., Inc.) (CIK No. 715583) is a Nevada corporation with equity securities registered with the Commission on August 15, 1984, pursuant to Exchange Act Section 12(g). On June 1, 1999, J. A. B. International entered into a consulting agreement with Richard D. Surber whereby he agreed to render consulting services in exchange for 225,000 shares of the company's restricted common stock. J. A. B. International is delinquent in its periodic filings with the Commission, having not filed a periodic report since the period ending September 30, 2002, and it has a default status with the Nevada Secretary of State. The company's last Form 10-QSB, filed on November 27, 2002, for the period ending September 30, 2002, reported that it had a net loss of $275,207 for the nine months ended September 30, 2002. J. A. B. International's stock (symbol "JABI") is quoted on the Pink Sheets.

8. Maxx International, Inc. ("Maxx International") (f/k/a Area Investment & Development Co.) (CIK No. 1046869) is a Utah corporation with equity securities registered with the Commission on August 9, 1999, pursuant to Exchange Act Section 12(g). From 1996 to 1997, Richard D. Surber and his company, Canton Financial Services Corporation, provided consulting services to Maxx International (then Area Investment). Maxx International is delinquent in its periodic filings with the Commission, having not filed a periodic report since the period ending September 30, 2000, and it has had an expired status with the Utah Secretary of State since September 16, 2002. The company's last Form 10-QSB, filed on December 27, 2000, for the period ending September 30, 2000, reported that it had a net loss of $4.5 million for the nine months ended September 30, 2000. The company's stock (symbol "MXII") is quoted on the Pink Sheets.

9. Oasis Resorts International, Inc. ("Oasis Resorts") (f/k/a Flexweight Corp.) (CIK No. 316128) is a Nevada corporation with equity securities registered with the Commission on January 8, 1981, pursuant to Exchange Act Section 12. From 1998 to 1999, Richard D. Surber and his company, NuVen Advisors, Inc., provided consulting services to Oasis Resorts (then Flexweight Corp.). NuVen was also a director of the company. Oasis Resorts is delinquent in its periodic filings with the Commission, having not filed a periodic report since the period ending December 31, 2000, and it has had a revoked status with the Nevada Secretary of State since November 1, 2002. The company's last Form 10-QSB, filed on July 3, 2001, for the period ending December 31, 2000, reported that it had a working capital deficit of $6.4 million. The company's stock (symbol "OSRI") was last quoted on the Pink Sheets on December 10, 2002.

10. Rollerball International, Inc. ("Rollerball") (CIK No. 925610) is a Delaware corporation with equity securities registered with the Commission pursuant to Exchange Act Section 12(g) on March 10, 1998. Richard D. Surber acquired restricted stock from Rollerball for "services rendered." Rollerball is delinquent in its periodic filings with the Commission, having not filed a periodic report since the period ending September 30, 2000, and it has had a void status with the Delaware Secretary of State since March 1, 2001. The company's last Form 10-QSB, filed on November 20, 2000, for the period ending September 30, 2000, reported that it had incurred net losses of over $11 million from its inception. Rollerball's stock (symbol "ROLL") is quoted on the Pink Sheets.

11. U.S. Homes & Properties, Inc. ("U.S. Homes") (CIK No. 934395) is a Nevada corporation with equity securities registered with the Commission pursuant to Exchange Act Section 12(g) on January 24, 2000. U.S. Homes has paid common stock to Richard D. Surber for rendering legal opinions to the company on its securities, and Surber's first cousin, David Wolfson, is the president of U.S. Homes.² The company is delinquent in its periodic filings with the Commission, having not filed a periodic report since the period ending June 30, 2002, and it has a default status with the Nevada Secretary of State. The company's last Form 10-QSB, filed on December 10, 2002, for the period ending June 30, 2002, reported that it was operating at a total net loss of over $8.7 million. U.S. Homes' stock (symbol "USHM") is quoted on the Pink Sheets.

12. Wichita Development Corp. ("Wichita Development ") (f/k/a Cyberbotanical, Inc.) (CIK No. 1016069) is a Nevada shell corporation with equity securities registered with the Commission pursuant to Exchange Act Section 12(g) on February 8, 2000. Wichita Development also registered securities pursuant to the Securities Act of 1933 on November 22, 2000, through its president, Richard D. Surber. Wichita Development is delinquent in its periodic filings with the Commission, having not filed a periodic report since the period ending September 30, 2002, and it has a default status with the Nevada Secretary of State. The company's last Form 10-QSB, filed on November 22, 2002, for the period ending September 30, 2002, reported that it had net losses of $62,116 in 2002. Wichita Development's stock (symbol "WHDV") is quoted on the Pink Sheets.

13. Youthline USA, Inc. ("Youthline") (CIK No. 1095930) is a Delaware corporation with equity securities registered with the Commission pursuant to Exchange Act Section 12(g). Richard D. Surber assisted Youthline in a reverse merger. Youthline is delinquent in its periodic filings with the Commission, having not filed a periodic report since the period ending September 30, 2000, and it has had a void status with the Delaware Secretary of State since March 1, 2002. The company's last Form 10-QSB, filed on December 6, 2000, for the period ending September 30, 2000, reported that it had net losses of over $19 million. Youthline's stock (symbol "YLNE") is quoted on the Pink Sheets.

14. ATC II, Inc. ("ATC II ") (CIK No. 865286) is a Delaware corporation with equity securities registered with the Commission pursuant to Exchange Act Section 12(b) on March 15, 1991. Richard D. Surber's office address is ATC II's EDGAR contact address. ATC II is delinquent in its periodic filings with the Commission, having not filed a periodic report since the period ending December 30, 1996, and it has had a void status with the Delaware Secretary of State since March 1, 2004. The company's last Form 10-QSB, filed on February 19, 1997, for the period ending December 30, 1996, reported that it had no revenue from operations in its last two fiscal years. ATC II's stock (symbol "ATCA") is quoted on the Pink Sheets.

B. OTHER RELEVANT PERSON

15. Richard D. Surber ("Surber"), age 31, a resident of Salt Lake City, Utah, is a shell company promoter who registered, or was otherwise affiliated with, all of the proposed respondent delinquent companies. Surber's "consulting" business is to take private companies public via reverse mergers with public shell companies.³ He finds public shells that are defunct with no operations, but still have their stock listed on the Pink Sheets. He then purchases a controlling interest in the shell companies. Surber's business obtains cash fees in the range of $100,000 to $350,000 and two or three percent in stock ownership for each reverse merger deal it puts together. Surber has a license to practice law in California, but not in Utah where his office is located.

C. DELINQUENT PERIODIC FILINGS

16. The fourteen public companies that are Respondents in this action are or were affiliated with Richard D. Surber. As discussed in more detail above, he registered six of them with the Commission, he incorporated another, he gave financial or merger activity advice to six of the companies, and one of the companies uses his office address as its contact address with the Commission. All fourteen companies are all at least one year delinquent in their periodic filings. See Chart of Delinquent Filings, attached hereto as Appendix 1. All of the companies have failed to heed delinquency letters sent to them by the Division of Corporation Finance requesting compliance with their periodic filing obligations.

17. Exchange Act Section 13(a) and the rules promulgated thereunder require issuers of securities registered pursuant to Exchange Act Section 12 to file with the Commission current and accurate information in periodic reports, even if the registration is voluntary under Section 12(g). Specifically, Rule 13a-1 requires issuers to file annual reports (Forms 10-K or 10-KSB), and Rule 13a-13 requires issuers to file quarterly reports (Forms 10-Q or 10-QSB).

18. As a result of the foregoing, all of the Respondents failed to comply with Exchange Act Section 13(a) and Rules 13a-1 and 13a-13 thereunder.

III.

In view of the allegations made by the Division of Enforcement, the Commission deems it necessary and appropriate for the protection of investors that public administrative proceedings be instituted to determine:

A. Whether the allegations contained in Section II of this Order are true, and to afford the Respondents an opportunity to establish any defenses to such allegations; and

B. Whether it is necessary and appropriate for the protection of investors to suspend for a period not exceeding twelve months, or revoke the registrations of securities of the Respondents identified in Section II pursuant to Section 12 of the Exchange Act.

IV.

IT IS HEREBY ORDERED that a public hearing for the purpose of taking evidence on the questions set forth in Section III hereof shall be convened at a time and placed to be fixed, and before an Administrative Law Judge to be designated by further order as provided by Rule 200 of the Commission's Rules of Practice [17 C.F.R. § 201.200].

IT IS HEREBY FURTHER ORDERED that Respondents shall file Answers to the allegations contained in this Order within ten (10) days after service of this Order, as provided by Rule 220(b) of the Commission's Rules of Practice [17 C.F.R. § 201.220(b)].

If Respondents fail to file the directed Answers, or fail to appear at a hearing after being duly notified, the Respondents may be deemed in default and the proceedings may be determined against them upon consideration of this Order, the allegations of which may be deemed to be true as provided by Rules 155(a), 220(f), 221(f), and 310 of the Commission's Rules of Practice [17 C.F.R. §§ 201.155(a), 201.220(f), 201.221(f), and 201.310].

This Order shall be served forthwith upon Respondents personally or by certified mail.

IT IS FURTHER ORDERED that the Administrative Law Judge shall issue an initial decision no later than 120 days from the date of service of this Order, pursuant to Rule 360(a)(2) of the Commission's Rules of Practice [17 C.F.R. § 201.360(a)(2)].

In the absence of an appropriate waiver, no officer or employee of the Commission engaged in the performance of investigative or prosecuting functions in this or any factually related proceeding will be permitted to participate or advise in the decision of this matter, except as witness or counsel in proceedings held pursuant to
notice. Since this proceeding is not "rule making" within the meaning of Section 551 of the Administrative Procedure Act, it is not deemed subject to the provisions of Section 553 delaying the effective date of any final Commission action.

By the Commission.

¹ "CIK" stands for "Central Index Key," which is the unique number the Commission assigns to each entity that submits filings to it, and which allows the Commission to differentiate between filing entities with similar names.

² The Commission has a civil injunctive action pending against David Wolfson and others in the U.S. District Court for the District of Utah for securities fraud involving the manipulation of the stock of Freedom Surf, Inc.

³ A "reverse merger" is a transaction whereby shareholders in a private company gain control of a public shell by merging it with their private company. Typically, the public shell company issues a substantial majority of its shares and board control to the shareholders of the private company. The private company shareholders pay for the shell and contribute their private company shares to the shell company. Upon completion of the reverse merger, the name and ticker symbol of the public shell company are changed to reflect the name of the original private company.

Appendix 1: Chart of Delinquent Filings In the Matter of Cybergate, Inc., et al.

http://www.sec.gov/litigation/admin/34-49832-o-1.htm