UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
CYBERAMERICA CORPORATION
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
232456 10 3
(CUSIP Number)
Richard D. Surber, 268 West 400 South, Salt Lake City, Utah 84101 (801) 575-8073
(Name, address and telephone number of person authorized to receive notices and
communications)
December 30, 1996
(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 13A, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box (X).
Check the following box if a fee is being paid with the statement ( ).
<PAGE>
SCHEDULE 13D/A
CUSIP No. 232456 10 3 Page 1 of 7 Pages
1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard D. Surber ("Richard D. Surber")
2) CHECK THE APPROPRIATE BOX IF EITHER IS A MEMBER OF A GROUP (A) ( )
(B) (X)
3) SEC USE ONLY
4) SOURCE OF FUNDS
OO
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(E). [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Richard D. Surber is a citizen of the United States.
7) SOLE VOTING POWER 1,173,640
NUMBER OF
SHARES
BENEFICIALLY 8) SHARED VOTING POWER* 3,844,839
OWNED BY
EACH
REPORTING 9) SOLE DISPOSITIVE POWER 1,173,640
PERSON WITH
10) SHARED DISPOSITIVE POWER* 3,844,839
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,173,640
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (X)
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.44%
14) TYPE OF REPORTING PERSON
IN
*Presumes option held by A-Z Professional Consultants, Inc. to purchase 26% of
the issued and outstanding shares of CyberAmerica's Common Stock for $0.59 per
share is exercised on January 6, 1997.
<PAGE>
SCHEDULE 13D/A
CUSIP No. 232456 10 3 Page 2 of 7 Pages
1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Investment Sanctuary Corporation ("Investment Sanctuary")
2) CHECK THE APPROPRIATE BOX IF EITHER IS A MEMBER OF A GROUP (A) (X)
(B) ( )
3) SEC USE ONLY
4) SOURCE OF FUNDS
OO
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(E). [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Utah is the state in which the reporting entity is organized.
7) SOLE VOTING POWER -0-
NUMBER OF
SHARES
BENEFICIALLY 8) SHARED VOTING POWER -0-
OWNED BY
EACH
REPORTING 9) SOLE DISPOSITIVE POWER -0-
PERSON WITH
10) SHARED DISPOSITIVE POWER -0-
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0%
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14) TYPE OF REPORTING PERSON
CO
<PAGE>
Item 1. Security and Issuer
This amended schedule relates to common stock, par value $0.001 per
share, of CyberAmerica Corporation ("Common Stock"). CyberAmerica Corporation
("CyberAmerica") is a Nevada corporation with principal offices at 268 West 400
South, Salt Lake City, Utah 84101.
Item 2. Identity and Background
(a) This amended schedule is filed jointly by Richard D. Surber, an individual,
and Investment Sanctuary Corporation ("Investment Sanctuary"), a Utah
corporation.
(b) The business address for Richard D. Surber and Investment Sanctuary is 268
West 400 South, Salt Lake City, Utah 84101.
(c) The principal business of Investment Sanctuary and the principle occupation
of Richard D. Surber is providing financial and business consulting services.
Richard D. Surber is an executive officer ("president") and director of
CyberAmerica, and is the sole executive officer ("president") and director of
Investment Sanctuary. Richard D. Surber is also the sole executive officer
("president") of A-Z. Richard D. Surber also serves as an officer or director of
a number of private corporations.
(d) Neither Richard D. Surber nor Investment Sanctuary has been convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanors)
during the last five years.
(e) During the last five years Richard D. Surber and Investment Sanctuary were
never 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 of finding any violation with
respect to such laws.
(f) Richard D. Surber is a citizen of the United States of America, and
Investment Sanctuary is a Utah Corporation.
Item 3. Source and Amount of Funds or Other Consideration
The 1,100,000 shares that are the impetus for filing this amended schedule
were issued to Richard D. Surber pursuant to a Stock Exchange Agreement executed
between CyberAmerica, Investment Sanctuary and Richard D. Surber ("Agreement").
Pursuant to said Agreement, Richard D. Surber exchanged 100% of Investment
Sanctuary's Capital Stock together with the cancellation of an option to
purchase 25% of the issued and outstanding shares of Common Stock ("Option"),
for one million one hundred thousand (1,100,000) shares of Common Stock. The
primary asset of Investment Sanctuary was a 50% legal beneficial interest in the
sixth floor of a building located at 68 South Main Street, Salt Lake City, Utah
(the "McIntyre Building"). The terms of the Option to purchase 25% of
CyberAmerica shares were disclosed on Form 8-K filed by CyberAmerica, then known
as the Canton Industrial Corporation, on January 3, 1996.
The parties arrived at the figure of one million one hundred thousand
(1,100,000) shares of Common Stock based primarily on the estimated cash value
for the proposed sale of the McIntyre Building. The 1,100,000 shares also
reflected the value of the cancellation of the Option and included the
satisfaction of existing debt between Investment Sanctuary and Richard D.
Surber, not exceeding $10,000. Since the shares were to be issued to Richard D.
Surber as restricted shares pursuant to Rule 144 under the Securities Act of
1933, as amended, a 50% discount was provided. Accordingly, the parties valued
the Common Stock at one quarter of the $0.18 bid price as of the effective date
of the Agreement, resulting in 1,100,000 shares at 4.5 cents per share.
<PAGE>
The Option to purchase 25% of CyberAmerica shares was granted by
CyberAmerica on December 5, 1995 to Richard D. Surber as President of Investment
Sanctuary, for consulting services previously rendered. The Stock Exchange
Agreement executed between CyberAmerica, Investment Sanctuary, and Richard D.
Surber canceled the 25% Option on October 31, 1996 although executed on December
17, 1996.
Item 4. Purpose of Transaction
The following discussion states the purpose or purposes of the acquisition
of securities of the issuer and describes any plans or proposals resulting in
material transactions with CyberAmerica.
In his role as President of both CyberAmerica and Investment Sanctuary
during October 1996, Richard D. Surber was aware of the assets and liabilities
of both corporations. As such, he was aware of CyberAmerica's need for cash and
Investment Sanctuary's beneficial ownership in property that could be
liquidated. The parties determined that a stock exchange whereby CyberAmerica
could receive the cash proceeds of any sale of the McIntyre Building was
prudent. At the same time, such an exchange would permit Richard D. Surber, as
an individual, to avoid absorbing the incident tax implications of any such
sale. By the end of October 1996, the parties reached an agreement with regard
to the terms of such an exchange. Although the actual sale of the building took
place on November 21, 1996, the parties did not execute the Stock Exchange
Agreement until December 17, 1996, but did so with an effective date of October
31, 1996. The 1,100,000 shares of Common Stock were thereafter issued to Richard
D. Surber.
Pursuant to a Consulting Agreement dated August 30, 1995, 480,000 shares of
Common Stock were issued to A-Z for consulting services rendered for
CyberAmerica.
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 Richard D. Surber may be found in rows
7 - 11 and 13 of the cover page.
(b) The powers that Richard D. Surber has relative to the shares discussed
herein may be found in rows 7 through 10 of the cover page. The quantity of
shares owned by Richard D. Surber include 1,100,000 shares of Common Stock
issued pursuant to the Stock Exchange Agreement executed on December 17, 1996,
and 73,640 shares of Common Stock held personally, as reported on Form 4 filed
on behalf of Richard D. Surber on May 22, 1996. Said shares total 1,173,640
shares of Common Stock for which Richard D. Surber has the sole power to vote or
direct the vote.
A-Z has beneficial ownership of 3,844,839 shares of Common Stock. Richard
D. Surber has indirect beneficial ownership over such shares because of his
position as A-Z's sole officer and director. A-Z has direct beneficial ownership
of 480,000 shares of Common Stock pursuant to a Consulting Agreement, and
indirect beneficial ownership of 3,364,839 shares of Common Stock pursuant to
A-Z's Option to purchase 26% of the issued and outstanding shares of Common
Stock. Richard D. Surber expressly disclaims any direct and indirect beneficial
ownership in any of said shares of Common Stock held by or for the benefit of
A-Z.
<PAGE>
The Option granted to A-Z to purchase 26% of the issued and outstanding
shares of Common Stock at a price of $0.59 per share has not been exercised. The
source of funds to be used in exercising such Option and making the purchase of
these shares is personal and may include various forms of consideration
acceptable to CyberAmerica and its board of directors, with the exclusion of
promissory notes. As of January 6, 1997 there were 10,943,003 shares of
CyberAmerica's Common Stock issued and outstanding. If A-Z decided to exercise
its option on January 6, 1996, A-Z would purchase 3,364,839 restricted shares
for $1,985,255.
(c) There were no transactions in the class of securities reported on that were
effected during the last sixty days aside from those discussed in Item 4.
(d) No person aside from the reporting persons 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) Effective October 31, 1996, Investment Sanctuary ceased to be entitled to
the indirect beneficial ownership of 25% of the issued and outstanding shares of
Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The following is a list of all contracts, arrangements, understandings or
relationships between Richard D. Surber and CyberAmerica with respect to any
securities of the issuer:
Richard D. Surber is the President of CyberAmerica and Investment
Sanctuary. His role as such makes him aware of the assets and liabilities of
both corporations, as well as their respective current financial conditions.
Accordingly, during October 1996, his knowledge of CyberAmerica's need for cash
was the impetus for conducting discussions for CyberAmerica's acquisition of
Investment Sanctuary, the corporation that held a 50% ownership interest in the
McIntyre Building, an asset that could be liquidated. At the same time, Richard
D. Surber started negotiating the sale of the McIntyre Building in order to
permit CyberAmerica to receive the cash proceeds of any sale. It was the
parties' intent that the acquisition of Investment Sanctuary by CyberAmerica
would include only the 50% ownership interest in the McIntyre Building together
with the cancellation of the Option held by Richard D. Surber to purchase 25% of
the issued and outstanding shares of Common Stock. The parties therefore had to
otherwise resolve the status of the existing assets and liabilities of
Investment Sanctuary before finalizing their Stock Exchange Agreement. The
actual sale of the McIntyre Building occurred on November 21, 1996 before
CyberAmerica and Richard D. Surber were able to reduce the agreement for the
acquisition of Investment Sanctuary to writing. However, as the substance of the
bargain between the parties had been struck, the understanding existed that
CyberAmerica would receive 50% of the cash proceeds of the sale of the McIntyre
Building, as well as assume any of the tax implications incident to such sale.
As part of the negotiations for CyberAmerica's acquisition of Investment
Sanctuary, any and all conflicts related to Richard D. Surber's position as
President of CyberAmerica and Investment Sanctuary were disclosed, and a
majority of disinterested directors of CyberAmerica approved the Agreement and
the issuance of the shares to Richard D. Surber. For these reasons, the Stock
Exchange Agreement by which the 1,100,000 shares of Common Stock were issued was
not actually executed until December 17, 1996. Based on the parties' intent and
existing understandings, the Agreement was made effective October 31, 1996, a
date prior to the sale of the McIntyre Building.
<PAGE>
Item 7. Material to Be Filed as Exhibits.
The following Exhibit is hereby incorporated by reference from
CyberAmerica's statement on Schedule 13D/A filed as Exhibit A on January 9, 1997
with the Securities and Exchange Commission.
Attached as Exhibit A is a copy of the Stock Exchange Agreement dated
December 17, 1996 between CyberAmerica, Investment Sanctuary, and Richard D.
Surber by which CyberAmerica acquired 100% of the Capital Stock of Investment
Sanctuary, including a 50% ownership interest in the McIntyre Building, and the
cancellation of the option to purchase 25% of the issued and outstanding shares
of CyberAmerica.
[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.
Date: January 31, 1997 /s/ Richard D. Surber
--------------------------------
Richard D. Surber, an individual
Date: January 31, 1997 /s/ Richard D. Surber
---------------------------------
Richard D. Surber, President,
Investment Sanctuary Corporation
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1061).
