SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Synergy Technologies Corporation
(Name of Issuer)
Common stock, par value $ 0.002 per share
(Title of Class of Securities)
87-160K7108
(CUSIP Number)
STONE CANYON RESOURCES, LTD.
335 25th Street, S.E.
Calgary, Alberta T2A 7H8
(888) 378-6633
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 4, 1999
------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section
240.13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 87-160K7108
(1) Name of Reporting Person S.S. or I.R.S. Identification Nos. of Above Person
Stone Canyon Resources, Ltd.
(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [X]
(3) SEC Use Only
(4) Source of Funds
WC
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
[ ]
(6) Citizenship or Place of Organization
Province of Alberta, Canada
Number of (7) Sole Voting Power 1,466,855
Shares Beneficially ___________________________________
(8) Shared Voting Power 0
Owned by ____________________________________
Each Reporting (9) Sole Dispositive Power 466,855
Person ____________________________________
With (10) Shared Dispositive Power 0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,466,855
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]
(13) Percent of Class Represented by Amount in Row (11)
5.88%
(14) Type of Reporting Person (See Instructions) CO
ITEM 1. SECURITY AND ISSUER
The class of securities to which this statement relates is common
stock, par value $0.002 per share (the "Common Stock"), of Synergy Technologies
Corporation, a Colorado corporation ("Synergy Technologies"). The address of
the principal executive offices of the Registrant is 335 25th Avenue, S.E.,
Calgary, Alberta T2A 7H8.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by Stone Canyon Resources, Ltd, an Alberta,
Canada corporation ("Stone Canyon Canada"). The business address of Stone
Canyon Canada is 335 25th S.E., Calgary, Alberta, Canada T2A 7H8. Stone
Canyon Canada is in the business of acquiring, exploring and developing oil and
gas resources in North America.
During the last five years, neither Stone Canyon Canada nor any of its
officers, directors or principal shareholders have been: (i) been convicted in
any criminal proceeding (excluding traffic violations or similar misdemeanors)
or (ii) been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
See Item 4, Purpose of Transaction, and Item 6, Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer.
ITEM 4. PURPOSE OF TRANSACTION
On November 24, 1997, Stone Canyon Resources, Inc., a Colorado
corporation, ("Stone Canyon Colorado"), was acquired by Synergy Technologies
(which at that time was operating under the name of Automated Transfer Systems,
Inc.). Pursuant to an Agreement and Plan of Exchange, dated on or about
November 24, 1997 by and between Synergy Technologies, Stone Canyon
Colorado and Stone Canyon Canada, (the "Exchange Agreement" which is further
described in the Registrant's Registration Statement on Form 10-SB
(Registration No. 000-26721), as amended, filed with the Securities and
Exchange Commission on August 17, 1999 ("the Registration Statement"), all of
the issued and outstanding shares of Stone Canyon Colorado (which was
2,901,007) were exchanged for shares of Synergy Technologies on a one-for-one
basis. As a result, Stone Canyon Canada, which was a shareholder of Stone
Canyon Colorado, acquired 1,000 shares of Synergy Technologies. Also, as part
of this transaction, Synergy Technologies issued 4,538,162 shares of its common
stock to Stone Canyon Canada to settle a debt of $453,916 owed by Stone Canyon
Colorado to Stone Canyon Canada. Stone Canyon Canada's initial beneficial
ownership of shares of the Registrant was therefore 4,539,612.
Prior to September 9, 1999, the Registrant was not subject to the reporting
requirements of the Securities Exchange Act of 1934 and thus Stone Canyon
Canada was not required to report such acquisition at that time. Since then,
but prior to September 9, 1999, Stone Canyon Canada sold 2,559,257 shares of
the Registrant's common stock through both private transactions and
transactions effected through the market. It also purchased a certain number
of shares. As of September 9, 1999, Stone Canyon Canada beneficially owned
1,980,355 shares.
In August and September 1999, Stone Canyon sold 174,000 shares in a
private transaction. During the month of December 1999, Stone Canyon sold
209,500 shares in market transactions.
During the last sixty (60) days, Stone Canyon Canada effected sales of
60,000 shares of the Common Stock in public market transactions on the dates,
in the amounts and at the per share prices set forth below:
Date Number of Shares Price Per Share
February 15 48,500 $2.00
February 16 11,000 $2.00
February 18 500 $2.00
Stone Canyon Canada will review on a continuous basis its investment in
the Common Stock and Synergy's business affairs and financial condition, as well
as conditions in the securities markets and general economic and industry
conditions. Stone Canyon Canada may in the future take such actions in respect
of its investment in the Common Stock as it deems appropriate in light of the
circumstances existing from time to time. Currently, these actions include
continuing to hold the shares it now beneficially owns or disposing of shares.
Such dispositions could be effected in private transactions, through a public
offering or, upon compliance with the rules under the Securities Act of 1933,
(the "Securities Act"), in the open market. Additionally, it is possible that
Stone Canyon Canada could seek to acquire additional shares, although it has no
current plans to do so. Any acquisition of shares could be effected in the
open market, in privately negotiated transactions, or otherwise. Any sales,
purchases or transfers or other actions described herein may be made at any
time without further prior notice. In reaching any conclusion as to the
foregoing matters, Stone Canyon Canada may take into consideration various
factors, such as Synergy Technologies' business and prospects, other
developments concerning Synergy Technologies, its own obligations, cash and
financial resources and needs, its investment goals and other business
opportunities available to Stone Canyon Canada, developments with respect to
its business, general economic conditions, the market price for shares of
Common Stock and stock market conditions.
Except as set forth in Item 6, Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer, Stone Canyon Canada has
no present plans or proposals which relate to or would result in any of the
actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Stone Canyon Canada may be deemed to be the beneficial owner of an
aggregate of 1,466,855 shares of Common Stock (approximately 5.88% of the
approximately 24,936,327 shares outstanding, determined by reference to the
24,936,327 shares of Common Stock outstanding as set forth on the Registrant's
Quarterly Report on Form 10-QSB for the period ending on September 30, 1999
filed with the Securities and Exchange Commission on November 16, 1999).
However, Stone Canyon Canada disclaims any beneficial interest,
dispositive power or voting power of certain of such shares. (See Item 6,
"Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer".)
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Except as described in this statement or in the documents referred to
herein, there are no contracts, arrangements, understandings or relationships
(legal or otherwise) between Stone Canyon Canada and any person with respect to
any securities of the Registrant.
On May 5, 1998, Stone Canyon Canada, the Registrant, Carbon Resources
Limited and Laxarco Holding Limited entered into a share exchange agreement
(the "Share Exchange Agreement") (a copy of which is attached hereto as Exhibit
B by incorporation by reference to the Registration Statement) whereby the
Registrant acquired 75% of Carbon Resources Limited in exchange for
10,000,000 shares of the Registrant. Under the terms of that agreement, Stone
Canyon Canada granted to certain shareholders of Laxarco Holding Limited an
option to acquire up to 3,000,000 shares of the Common Stock owned by Stone
Canyon Canada. The option holders exercised their rights to acquire 2,000,000
of these shares on or about May 21, 1998. The remaining shares are still
subject to the aforementioned option, which must be exercised within thirty
(30) days from completion of phase one development of the technology, which is
defined in the Share Exchange Agreement as successful completion of a 4bbl per
day pilot unit that incorporates the Syngen technology and the Fischer-Tropsch
technology.
The 3,000,000 shares that are or were subject to the option are subject to
repurchase by Stone Canyon in the event that the Registrant or Carbon Resources
Limited fails to fulfill the terms of the Share Exchange Agreement. At this
point in time, Stone Canyon Canada has no reason to believe that either of such
parties have not fulfilled their respective obligations under the Share
Exchange Agreement.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
EXHIBIT A - Articles of Exchange by and between Synergy Technologies
Corporation and Stone Canyon Resources, Ltd. (incorporated herein by reference
to Exhibit 2.2 attached to the Registrant's Registration Statement on Form
10-SB (Registration No. 000-26721), as amended.)
EXHIBIT B - Share Exchange Agreement by and between Synergy
Technologies Corporation, Stone Canyon Colorado and Stone Canyon Canada
dated May 5, 1998 (incorporated by reference to the Registrant's Registration
Statement on Form 10-SB (Registration No. 000-26721), as amended.)
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: February 24, 2000
STONE CANYON RESOURCES LTD.,
an Alberta corporation
By:/s/JACQUELINE DANFORTH
- ----------------------------------------
Name: Jacqueline Danforth
Title: Director and Secretary/Treasurer
