UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 1)
Under the Securities Exchange Act of 1934
EUROTRONICS HOLDINGS INCORPORATED
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(Name of Issuer)
Common Stock, par value $0.0001
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(Title of Class of Securities)
29879H 10 9
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(CUSIP Number)
Paul Burke, P. O. Box 3088, Daytona Beach, FL 32118 (904) 258-0831
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(Name, address and telephone number of person authorized to receive notices
and communications)
May 30, 1996
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(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 subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box ( ).
Check the following box if a fee is being paid with the statement ( ).
<PAGE>
SCHEDULE 13D
CUSIP No. 29879H 10 9 Page 2 of 10 Pages
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1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard D. Surber
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2) CHECK THE APPROPRIATE BOX IF EITHER IS A MEMBER OF A GROUP (A) ( )
(B) ( X )
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3) SEC USE ONLY
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4) SOURCE OF FUNDS
OO
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(E). [ ]
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6) CITIZENSHIP OR PLACE OF ORGANIZATION
US
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7) SOLE VOTING POWER 379,800
NUMBER OF
SHARES ----------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER (1) 1,179,936
OWNED BY
EACH ----------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER 379,800
PERSON WITH
----------------------------------------------------
10) SHARED DISPOSITIVE POWER 1,179,936
----------------------------------------------------
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39.6%
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12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.6%
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14) TYPE OF REPORTING PERSON
IN
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(1)This total includes shares of Common Stock owned by A-Z Professional
Consultants, Inc., Canton Financial Services Corporation, and CyberAmerica
Corporation which are otherwise disclosed herein. These shares are attributed to
Mr. Surber by virtue of his position as an officer and a director of these
entities. Mr. Surber disclaims beneficial ownership of these 1,179,936 shares.
See Item 2 for more information on this matter.
<PAGE>
SCHEDULE 13D
CUSIP No. 29879H 10 9 Page 3 of 10 Pages
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1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
A-Z Professional Consultants ("A-Z")
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2) CHECK THE APPROPRIATE BOX IF EITHER IS A MEMBER OF A GROUP (A) ( )
(B) ( X )
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3) SEC USE ONLY
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4) SOURCE OF FUNDS
OO
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(E). [ ]
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6) CITIZENSHIP OR PLACE OF ORGANIZATION
Utah
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7) SOLE VOTING POWER 821,429
NUMBER OF
SHARES ----------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER -0-
OWNED BY
EACH ----------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER 821,429
PERSON WITH
----------------------------------------------------
10) SHARED DISPOSITIVE POWER -0-
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20.8%
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12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.8%
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14) TYPE OF REPORTING PERSON
CO
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<PAGE>
SCHEDULE 13D
CUSIP No. 29879H 10 9 Page 4 of 10 Pages
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1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CyberAmerica Corporation ("CYA")
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2) CHECK THE APPROPRIATE BOX IF EITHER IS A MEMBER OF A GROUP (A) ( )
(B) ( X )
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3) SEC USE ONLY
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4) SOURCE OF FUNDS
OO
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(E). [ ]
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6) CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
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7) SOLE VOTING POWER 50,000
NUMBER OF
SHARES -----------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER (2)308,507
OWNED BY
EACH -----------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER 50,000
PERSON WITH
----------------------------------------------------
10) SHARED DISPOSITIVE POWER 308,507
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9.0%
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12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
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14) TYPE OF REPORTING PERSON
CO
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(2) Includes 308,507 shares owned by CyberAmerica's subsidiary, Canton Financial
Services Corporation otherwise disclosed herein.
<PAGE>
SCHEDULE 13D
CUSIP No. 29879H 10 9 Page 5 of 10 Pages
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1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Canton Financial Services Corporation ("CFS")
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2) CHECK THE APPROPRIATE BOX IF EITHER IS A MEMBER OF A GROUP (A) ( )
(B) ( X )
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3) SEC USE ONLY
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4) SOURCE OF FUNDS
OO
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5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(E). [ ]
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6) CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
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7) SOLE VOTING POWER 308,507
NUMBER OF
SHARES ----------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER -0-
OWNED BY
EACH ----------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER 308,507
PERSON WITH
----------------------------------------------------
10) SHARED DISPOSITIVE POWER -0-
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11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7.8%
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12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
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13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
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14) TYPE OF REPORTING PERSON
CO
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<PAGE>
Item 1. Security and Issuer
This schedule relates to the common stock, par value $0.0001 per share, of
Eurotronics Holdings Incorporated ("Common Stock"). Eurotronics Holdings
Incorporated is a Utah corporation with principal executive offices at P.O. Box
3088, Daytona Beach, Florida 32118 (the "Issuer").
Item 2. Identity and Background
(a) This statement is filed jointly by Richard D. Surber, an individual,
A-Z Professional Consultants, Inc. ("A-Z"), a Utah corporation,
CyberAmerica Corporation ("CYA"), a Nevada corporation, and Canton
Financial Services Corporation ("CFS"), also a Nevada corporation. The
first statement regarding the Common Stock of the Issuer was filed on
July 10, 1995, and was filed jointly by A-Z Professional Consultants
and Park Street Investments, Inc., a Utah corporation. Richard D.
Surber is president, chief executive officer and a director of A-Z,
CYA, and CFS. A-Z is a closely held corporation whose majority
shareholder is Allen Wolfson. CYA is a publicly traded holding company
and CFS is a wholly owned financial consulting subsidiary of CYA. Mr.
Wolfson is deemed to be a control person of A-Z by virtue of his
ownership of a majority of the outstanding shares of A-Z, and may be
deemed to be a control person of CYA by virtue of A-Z's ownership of
an option to purchase a quantity of shares in CYA sufficient to give
A-Z a 26% ownership interest in the issued and outstanding shares of
CYA. Mr. Surber is the nephew of Allen Wolfson. By virtue of his
positions as an officer and director of both A-Z and CFS and his
relation to Mr. Wolfson, Mr. Surber may be deemed to be the beneficial
owner of the shares owned by A-Z , CYA, and CFS. Mr. Surber, however,
disclaims beneficial ownership of all shares, except the 408,800 owned
by him personally.
(b) The business address for Mr. Surber is 268 West 400 South Suite 300,
Salt Lake City, Utah, 84101. This address is also the principal
business address for A-Z, CYA and CFS.
(c) As stated in paragraph (a) of this Item, Mr. Surber is president and a
director of CyberAmerica Corporation whose business address is at 268
West 400 South, Suite 300, Salt Lake City, Utah 84101. CyberAmerica
markets undervalued real estate and provides financial consulting
services to assorted business entities through its subsidiaries. Mr.
Surber is also president and a director of A-Z Professional
Consultants, Inc. and Canton Financial Services Corporation. A-Z is a
business providing consulting services with principal offices at 268
West 400 South, Suite 300, Salt Lake City, UT 84101. As a wholly owned
subsidiary of CYA, CFS provides financial consulting services to
assorted business entities.
(d) Neither Mr. Surber, A-Z, CYA, CFS nor any related entities have been
convicted in a criminal proceeding during the last five years.
(e) During the last five years, neither Mr. Surber, A-Z, CYA nor CFS has
been a party to a civil proceeding that resulted in 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. However, in 1986
Allen Wolfson (See Item (a).) was convicted of violating 18
U.S.C.ss.371; 18 U.S.C.ss.ss.1002 and 1002; and 18 U.S.C.ss.ss.1014
and 1002 in the U.S. District Court for the Middle District of
Florida, Tampa Division (the "Florida Court"). Mr. Wolfson was on
probation for these offenses until May 1995. In February 1995, a
complaint was filed with the Florida Court alleging that Mr. Wolfson
had violated the terms of the probation. The Florida Court changed the
jurisdiction of the matter to the U.S. District Court for the District
of Utah, Central Division (the "Utah Court"). The Utah Court heard the
matter in August 1995 and on October 20, 1995, Senior U.S. District
Court Judge Bruce S. Jenkins ruled that a violation of the original
terms of the probation had occurred. This finding effectively revoked
Mr. Wolfson's probation. On January 25, 1996, a sentencing hearing was
held before the Utah Court. At this hearing, the Utah Court imposed a
three year prison sentence, suspended pursuant to additional terms of
probation. On April 11, 1996, the Utah Court Judge signed a written
order containing new probation terms that are effective for three
years. One of the terms of probation included in the order requires
that Mr. Wolfson not engage directly in any transaction, including the
purchase or sale of stock, in connection with stock promotion or any
stock offering. Mr. Wolfson filed an objection seeking clarification
of the probation terms but the Court has not responded to this
objection.
<PAGE>
(f) Richard D. Surber is a citizen of the United States. A-Z Professional
Consultants, Inc. is a Utah corporation while CyberAmerica Corporation
and Canton Financial Services Corporation are both Nevada
corporations.
Item 3. Source and Amount of Funds or Other Consideration
Mr. Surber received the 379,800 shares contemplated herein as compensation for
services rendered during his term as an officer of the Issuer. Mr. Surber
resigned as an officer on December 20, 1995. He has been a 5% owner since at
least the end of May 30, 1996. All transactions regarding Mr. Surber and the
Common Stock of the Issuer are as follows:
On July 25, 1995 Mr. Surber was issued 92,800 shares of
the Issuer's Common Stock. These shares were issued as
compensation for services rendered by Mr. Surber on
behalf of the Issuer.
On December 20, 1995, Mr. Surber received an additional
333,000 shares of the Issuer's common stock as
compensation for services rendered as an officer. This
issuance reflected an ownership interest greater than
5% or 425,800 shares of the issuer's common stock.
In a subsequent transaction, Mr. Surber received 92,800
shares of the Issuer's Common Stock from A-Z
Professional Consultants for services rendered as an
officer of A-Z. Such additional issuance represented a
total of 518,600 shares of the issued and outstanding
Common Stock and also reflected an ownership interest
greater than 5%.
Subsequently, Mr. Surber transferred ownership of
100,000 shares of the Issuer's Common Stock to Mag and
Associates, a private unaffiliated organization, in a
private transaction as compensation for services
rendered on behalf of Mr. Surber. Such transfer
reflected a total of 418,600 shares of the Issuer's
Common Stock held by Mr. Surber with such total
representing an ownership interest still greater than
5%.
On May 21, 1997, Mr. Surber became aware that during
February 1997, the Issuer reduced the number of issued
and outstanding shares of Common Stock making Mr.
Surber the beneficial owner of more than 10% of the
issued and outstanding shares. On that same date, Mr
Surber disposed of 9,800 shares of the Issuer's Common
Stock in an open market transaction. Such sale
reflected an ownership interest of 10.4% or 408,800
shares of the Issuer's issued and outstanding Common
Stock.
<PAGE>
Finally, on June 12, 1997, Mr. Surber disposed of an
additional 29,000 shares of the Issuer's Common Stock
in an open market transaction. Such sale reflected an
ownership interest of 9.6% or 379,800 shares of the
Issuer's issued and outstanding Common Stock.
A-Z received the 821,429 shares contemplated herein as compensation for valuable
consulting services rendered on behalf of the Issuer.
CYA received the shares contemplated herein in a private transaction by which
CYA received 50,000 shares of the Issuer's Common Stock in exchange for
assigning the rights of a judgement to CEA Lab, a Kansas corporation.
CFS received the 308,507 shares contemplated herein as compensation for services
rendered pursuant to the terms of a Consulting Agreement dated April 1, 1996, by
which the Issuer received valuable consulting services.
Item 4. Purpose of Transaction
Mr. Surber has acquired the shares issued herein for investment purposes and has
no present plans or proposals to effect any of the transactions listed in Item 4
of Schedule 13D. Such shares were received as compensation for services provided
by Mr. Surber as an officer of the Issuer from April 1995 until December 1995.
A-Z has acquired the shares issued herein for investment purposes and has no
present plans or proposals to effect any of the transactions listed in Item 4 of
Schedule 13D. Such shares were received as compensation for consulting services
performed by A-Z on behalf of the Issuer.
CYA has acquired the shares issued herein for investment purposes and has no
present plans or proposals to effect any of the transactions listed in Item 4 of
Schedule 13D. Such shares were received in a private transaction with CEA Lab.
CFS has acquired the shares issued herein for investment purposes and has no
present plans or proposals to effect any of the transactions listed in Item 4 of
Schedule 13D. Such shares were received pursuant to a Consulting Agreement
between the Issuer and CFS dated April 1, 1996 by which the Issuer received
valuable financial consulting services from CFS.
Item 5. Interest in Securities of the Issuer
(a) The aggregate number and percentage of class of securities identified
pursuant to Item 1 beneficially owned by each person named in Item 2 may be
found in rows 11 and 13 of the cover page.
(b) The powers of the reporting person identified in the preceding paragraph has
relative to the shares discussed herein may be found in rows 7 through 10 of the
cover page.
(c) There were no transactions in the class of securities reported on that were
effected during the last sixty days aside from those discussed herein.
(d) No person aside from the reporting entities listed herein has the right to
receive or power to direct the receipt of dividends from, or the proceeds from
the sale of, such securities.
(e) Not Applicable.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
There are no current contracts, arrangements, understandings, or relationships
with respect to the securities of the issuer that will result in any issuance to
the reporting individual or other corporations listed herein.
Item 7. Material to Be Filed as Exhibits.
Exhibit A is attached hereto and contains an Agreement between the parties
discussed herein to file Schedule 13D jointly.
[THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Richard D. Surber
Date: July 3, 1997 /s/ Richard D. Surber
----------------------
Richard D. Surber, an Individual
A-Z Professional Consultants, Inc.
Date: July 3, 1997 /s/ Richard D. Surber
----------------------------
Richard D. Surber, President
CyberAmerica Corporation
Date: July 3, 1997 /s/ Richard D. Surber
-----------------------------
Richard D. Surber, President
Canton Financial Services Corporation
Date: July 3, 1997 /s/ Richard D. Surber
-------------------------------
Richard D. Surber, President
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1061).
<PAGE>
[EXHIBIT A]
AGREEMENT
THIS AGREEMENT ("Agreement") is entered into by and between Richard D.
Surber, a n individual, A-Z Professional Consultants, Inc., a Utah corporation
("A-Z"), CyberAmerica Corporation, a Nevada corporation ("CYA"), and Canton
Financial Services Corporation, a Nevada corporation ("CFS"), on this 3rd day of
July 1997.
PREMISE
WHEREAS, Richard D. Surber, A-Z, CYA and CFS are required to file
Schedule 13D as promulgated under the Securities Act of 1933 ("Schedule 13D")
due to their beneficial ownership of common stock of Eurotronics Holdings
Incorporated, a Utah corporation ("EHI");
AGREEMENT
NOW THEREFORE, based on the foregoing premises, which are incorporated
herein by this reference, and for and in consideration of the mutual covenants
and agreements contained herein, and in reliance on the representations and
warranties set forth in this agreement, the benefits to be derived herein and
for other valuable consideration, the sufficiency of which is hereby expressly
acknowledged, the Parties agree as follows:
1. Richard D. Surber, A-Z, CYA and CFS acknowledge that each other is
required to file with the Securities and Exchange Commission a Schedule
13D as a result of their beneficial ownership of common stock in EHI
and, in the interest of consolidation and efficiency, desire to file a
single statement pursuant to Rule 13d-1(f) of the Securities Exchange
Act of 1934.
2. Richard D. Surber, A-Z, CYA and CFS hereby consent to have a single
Schedule 13D filed pursuant to Rule 13D-1(f) as fulfillment of the
individual obligation of Richard D. Surber; the individual obligation
of A-Z; the individual obligation of CYA; and the individual obligation
of CFS to file such schedule in a joint manner.
IN WITNESS WHEREOF, the signatures of the parties hereto evidence their
mutual assent and acceptance of the Agreement as of the date first set forth
above.
Richard D. Surber A-Z Professional Consultants, Inc.
/s/ Richard D. Surber /s/ Richard D. Surber
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Richard D. Surber, an Individual Richard D. Surber, President
CyberAmerica Corporation Canton Financial Services Corporation
/s/ Richard D. Surber /s/ Richard D. Surber
- ----------------------- ----------------------
Richard D. Surber, President Richard D. Surber, President
