UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 FOR 15(D)
of the
SECURITIES EXCHANGE ACT OF 1934
Date of Event Requiring Report: March 31, 1998
CYBERAMERICA CORPORATION
(Exact Name of Registrant as Specified on its Charter)
I-9418 87-0509512
(Commission File Number) (IRS Employer Identification Number)
NEVADA
(State or Other Jurisdiction of Incorporation or Organization)
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
(Address of Principal Executive Offices)
(801) 575-8073
(Registrant's Telephone Number, Including Area Code)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not Applicable.
ITEM 3. BANKRUPTCY RECEIVERSHIP
Not Applicable.
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFIED ACCOUNTANT
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On March 31, 1998, CyberAmerica Corporation (the "Company") received
the resignation notice of its independent auditor Andersen, Andersen & Strong,
L.C.
Neither of Andersen, Andersen & Strong's reports on the financial
statements for the past two years contained an adverse opinion or disclaimer of
opinion, or was modified as to uncertainty, audit scope or accounting
principles.
There were no disagreements between Andersen, Andersen & Strong and the
Company on any matter of accounting principles, financial statement disclosure
or auditing scope or procedure during the two most recent fiscal years and
subsequent period. In addition, there were no instances that are reportable
under Item 304(a)(1)(iv) of Regulation S-B.
On April 1, 1998, the Company's Board engaged Crouch, Bierwolf &
Chisholm to serve as the Company's new independent auditors. Crouch, Bierwolf &
Chisholm are located at:
Crouch, Bierwolf & Chisholm
Certified Public Accountants
50 W. Broadway, Suite 1130
Salt Lake City, UT 84101
There were no consultations with the newly engaged accountant during
the last two fiscal years or subsequent interim period regarding any of the
information in Item 304(a)(2)(i) or 304(a)(2)(ii).
ITEM 5. OTHER EVENTS
Not Applicable.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
Not Applicable.
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ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
Exhibits required to be attached by Item 601 of Regulation S-B are
listed in the Index to Exhibits beginning on page 4 of this Form 8-K, which
is hereby incorporated by this reference.
ITEM 8: CHANGE IN FISCAL YEAR
Not Applicable.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: April 3, 1998
CyberAmerica Corporation
By:_/s/Richard Surber__________
Richard D. Surber, President
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INDEX TO EXHIBITS
EXHIBIT PAGE DESCRIPTION
NO. NO.
16(a) 5 Letter dated March 31, 1998, from Andersen, Andersen &
Strong, Certified Public Accountants, confirming the fact
that the relationship between the Company and Andersen,
Andersen & Strong has ceased.
16(b) 6 Letter dated April 1, 1998, from Crouch, Bierwolf &
Chisholm, Certified Public Accountants, confirming their
engagement as the Certified Independent Auditors of the
Company.
16(c) 7 Letter dated April 3, 1998, from Andersen, Andersen &
Strong, stating that they are in agreement with the
statements contained in this Current Report on Form 8-K
ANDERSEN ANDERSEN & STRONG, L.C.
Certified Public Accountants and Business Consultants
March 31, 1998
Mr. Richard Surber
CyberAmerica Corporation
268 West 400 South, Suite 300
Salt Lake City, UT 84101
RE: Auditor Relationship
Dear Mr. Surber:
This is to confirm that the client-auditor relationship between CyberAmerica
Corporation (SEC File No. I-9418) and Andersen Andersen & Strong has ceased,
effective March 31,1998.
Very truly yours,
Andersen Andersen & Strong
By: __/s/Gerald K. Strong____________
cc: SECPS Letter File
U.S. Securities & Exchange Commission
Mail Stop 9-5
450 Fifth Street, NW
Washington, D.C. 20549
CROUCH, BIERWOLF & CHISHOLM
Certified Public Accountants 50 West
Broadway, Suite 1130
Salt Lake City, UT 84101
April 1, 1998
CyberAmerica Corporation
Salt Lake City, Utah
Via Fax 521-2081
Dear Mr. Surber:
We are pleased to confirm our understanding of the services we are to provide
for CyberAmerica Corporation and subsidiaries for the year ended December 31,
1997.
We will audit the consolidated balance sheet of as of December 31, 1997 and the
related consolidated statement of income, retained earnings, and cash flows for
the year then ended.
Our audit will be made in accordance with generally accepted auditing standards
and will include tests of your accounting records and other procedures we
consider necessary to enable us to express an unqualified opinion that your
financial statements are fairly presented, in all material respects, in
conformity with generally accepted accounting principles. If our opinion is
other than unqualified, we will fully discuss the reasons with you in advance.
Our procedures will include tests of documentary evidence supporting the
transactions recorded in the accounts, tests of the physical existence of
inventories by correspondence with selected customers, creditors, and banks. We
will request written representations from your attorneys as part of the
engagement, and they may bill you for responding to this inquiry. At the
conclusion of our audit, we will also request certain written representations
from you about the financial statements and related matters.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements; therefore, our audit will involve
judgement about the number of transactions to be examined and the areas to be
tested. Also, we will plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement.
However, because of the concept of reasonable assurance and because we will not
perform a detailed examination of all transactions, there is a risk that
material errors, irregularities, or illegal acts, including fraud or
defalcations, may exist and not be detected by us. We will advise you, however,
of any matters of theat nature that come to our attention. Our responsibility as
auditors is limited to the period covered by our audit and does not extend to
any later periods for which we are not engaged as auditors.
We understand that you will provide us with the basic information required for
our audit and
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that you are responsible for the accuracy and completeness of that information.
We will advise you about appropriate accounting principles and their application
and will assist in the preparation of your financial statements, but the
responsibility for the financial statements remains with you. This
responsibility includes the maintenance of adequate records and related internal
control policies and procedures, the selection and application of accounting
principles, and the safeguarding of assets.
Our audit is not specifically designed and cannot be relied on to disclose
reportable conditions, that is, significant deficiencies in the design or
operation of the internal control structure, However, during the audit, if we
become aware of such reportable conditions or ways that we believe management
practices can be improved, we will communicate them to you in a separate letter.
Our fees for these services will be based on the actual time spent at our
standard hourly rates, plus out-of-pocket costs such as report production,
typing, postage, travel, long-distance telephone, etc. Based on our preliminary
estimates, and conversations, we estimate the fee to be $10,000 plus
out-of-pocket costs. This estimate is based on anticipated cooperation from you
and your advisors and the assumption that unexpected circumstances will not be
encountered during the audit. We are also assuming that all material
transactions can be adequately documented and that the necessary documentation
is available. If significant additional time is necessary, we will discuss it
with you and arrive at a new fee estimate before we incur the additional costs.
We require a $5,000 retainer.
We appreciate the opportunity to be of service to you and believe this letter
accurately summarizes the significant terms of our engagement. If you have any
questions, please let us know. If you agree with the terms of our engagement as
described in this letter, please sigh the enclosed copy and return it to us, and
this letter will continue in effect until canceled by either party.
Very truly yours,
Crouch, Bierwolf & Chisholm
RESPONSE:
This letter correctly sets forth the understanding of CyberAmerica Corporation.
Officer signature: __/s/ Richard Surber____________________
Title: ______________President ____________________________
Date: _______________April 3, 1998_________________________
ANDERSEN ANDERSEN & STRONG
Certified Public Accountants and Business Consultants
April 3, 1998
SECPS Letter File
U.S. Securities & Exchange Commission
Mail Stop 9-5
450 Fifth Street, NW
Washington, D.C. 20549
RE: CyberAmerica Corporation - SEC File No. I-9418
Ladies and Gentlemen:
We have read Item 4 of the Form 8-K for CyberAmerica Corporation dated April 3,
1998 and agree with the statements contained therein.
Very truly yours,
Andersen Andersen & Strong
By: __/s/Gerald K. Strong________
