CYBERAMERICA CORP
10QSB, 1999-11-15
MANAGEMENT CONSULTING SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB


(MARK ONE)

     [X] Quarterly  report under Section 13 or 15(d) of the Securities  Exchange
Act of 1934 for the quarterly period ended September 30, 1999

     [ ] Transition report under Section 13 or 15(d) of the Securities  Exchange
Act of 1934 for the transition period from to . ------------ --------------


         COMMISSION FILE NUMBER:  I-9418


                            CYBERAMERICA CORPORATION
                            ------------------------
        (Exact name of small business issuer as specified in its charter)


        NEVADA                                       87-0509512
        ------                                       ----------
   (State or other jurisdiction of         (I.R.S. Employer Identification No.)
   incorporation or organization)


        268 WEST 400 SOUTH, SALT LAKE CITY, UTAH            84101
        ----------------------------------------            -----
       (Address of principal executive office)           (Zip Code)


                                 (801) 575-8073
                                 --------------
                           (Issuer's telephone number)

         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

                     YES XX                    NO

         The number of outstanding  shares of the issuer's common stock,  $0.001
par value  (the  only  class of  voting  stock),  as of  November  15,  1999 was
3,227,238.

                                        1


<PAGE>



                                TABLE OF CONTENTS

                                     PART I

ITEM 1.  FINANCIAL STATEMENTS..................................................3

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS..................................4

                                     PART II

ITEM 1.  LEGAL PROCEEDINGS.....................................................6

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K......................................7

SIGNATURES.....................................................................8

INDEX TO EXHIBITS..............................................................9




                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]




                                        2


<PAGE>



ITEM 1.           FINANCIAL STATEMENTS

As used herein, the term "Company" refers to CyberAmerica Corporation,  a Nevada
corporation,  and its subsidiaries and predecessors unless otherwise  indicated.
Consolidated,  unaudited,  condensed  interim financial  statements  including a
balance  sheet for the Company as of the quarter  ended  September  30, 1999 and
statements of operations, and statements of cash flows for the interim period up
to the date of such balance  sheet and the  comparable  period of the  preceding
year are attached hereto as pages F-1 through F-8 and are incorporated herein by
this reference.




                 [THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]




                                       3


<PAGE>




ITEM 1.       FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS

                                                                           PAGE

Consolidated Unaudited Condensed Balance Sheet September 30, 1999............F-2

Consolidated Unaudited Condensed Statements of Operations

  September 30, 1999 and 1998................................................F-4

Consolidated Unaudited Condensed Statements of Cash Flows

  September 30, 1999 and 1998................................................F-6

Notes to Consolidated Unaudited Condensed Financial Statements

  September 30, 1999.........................................................F-8



                                       F-1


<PAGE>




                    CYBERAMERICA CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED UNAUDITED CONDENSED BALANCE SHEETS
                    FOR NINE MONTHS ENDING SEPTEMBER 30, 1999



ASSETS

      CURRENT ASSETS

            Cash                                         $               48,746
            Accounts receivable - trade                                 421,768
            Accounts receivable - related parties                       332,785
            Note receivable - current                                 1,173,261
            Prepaid expenses                                              9,468
            Securities available for sale                             1,386,457
                                                            --------------------
      Total current assets                                            3,372,485

                                                            --------------------

      Property and equipment - net                                    8,040,789

      OTHER ASSETS

            Investment securities at cost                               487,465
            Notes receivable - net of current                           965,000
            Investments - other                                         309,166
                                                           --------------------
      TOTAL OTHER ASSETS                                              1,761,631

                                                           --------------------
TOTAL ASSETS                                             $           13,174,905
                                                            ====================

















       See notes to consolidated unaudited condensed financial statements

                                       F-2


<PAGE>




                    CYBERAMERICA CORPORATION AND SUBSIDIARIES
           CONSOLIDATED UNAUDITED CONDENSED BALANCE SHEETS (CONTINUED)
                    FOR NINE MONTHS ENDING SEPTEMBER 30, 1999


LIABILITIES AND SHAREHOLDERS' EQUITY

      CURRENT LIABILITIES

            Accounts payable - trade                           $        295,786
            Accounts payable - related parties                          127,872
            Accrued liabilities

                  Interest                                               54,792
                  Real estate taxes and assessments                      48,762
                  Payroll and related taxes payable                      73,412
                  EPA liabilities - current portion                      83,057
                  Refundable deposits                                    29,543
                  Refund to investors                                    37,985
                  Other                                                 153,827
            Debentures payable                                          253,849
            Current maturities of long-term debt                        913,205

                                                               -----------------
      TOTAL CURRENT LIABILITIES                                       2,072,090

                                                               -----------------

      LONG-TERM LIABILITIES

            Long-term debt, less current portion                      5,117,090
            Long-term portion of EPA liabilities                        242,341

                                                               -----------------
      Total long-term debt                                            5,359,431

      MINORITY INTEREST                                                 430,608

      Shareholders' equity

            Preferred stock $.001 par value:
              20,000,000 shares authorized;
                 No shares issued                                             -
            Common stock $.001 par value;
              20,000,000 shares authorized;
                 3,227,238 shares issued                                  3,228
            Additional paid-in capital                               15,355,080
            Accumulated deficit                                     (10,020,785)
            Unrealized loss from securities available for sale          (24,747)
                                                               -----------------
      Total shareholders' equity                                      5,312,776

                                                               -----------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                      $    13,174,905
                                                               =================









       See notes to consolidated unaudited condensed financial statements

                                       F-3


<PAGE>




<TABLE>
<CAPTION>

                    CYBERAMERICA CORPORATION AND SUBSIDIARIES
            CONSOLIDATED UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


                                                   Three Months Ended             Nine Months Ended
                                                      September 30,                  September 30,

                                               1999              1998              1999         1998
                                            ---------------   -------------    ------------ -------------
<S>                                          <C>            <C>            <C>              <C>

REVENUE

      Sale of property                        $         -    $          -   $   1,440,000      4,475,000
      Revenue deferred                                  -               -               -     (4,025,269)
      Additional gain recognition                  13,765         206,161          36,207        206,161
      Consulting revenue                          539,293         364,921       1,476,762        743,586
      Rental revenue                              217,462         183,927         644,854        541,567
                                            -------------   -------------   -------------    -------------
TOTAL REVENUE                                     770,520         749,009       3,597,823      1,941,045

COST OF REVENUE

      Cost of sale of property                          -          22,801         936,808         47,638
      Costs associated with
         consulting revenue                       209,984         110,970         518,746        200,645
      Costs associated with rental revenue        180,239         118,582         544,716        305,381
      Interest expenses associated
         with rental revenue                       70,246         106,384         212,014        254,956
                                            -------------   -------------   -------------   ------------
TOTAL COSTS OF REVENUE                            460,469         358,737       2,212,284        808,620
                                            -------------   -------------   -------------   ------------

GROSS PROFIT                                      310,051         390,272       1,285,539      1,132,425

SELLING, GENERAL AND
     ADMINISTRATIVE EXPENSES                      138,256         328,480         676,718        934,980
                                            -------------   -------------   -------------   ------------

OPERATING PROFIT (LOSS)                           171,795          61,792         608,821        197,445
                                            -------------   -------------   -------------   ------------
</TABLE>



       See notes to consolidated unaudited condensed financial statements

                                                        F-4


<PAGE>




<TABLE>
<CAPTION>

                                                  CYBERAMERICA CORPORATION AND SUBSIDIARIES
                                        CONSOLIDATED UNAUDITED CONDENSED STATEMENTS OF OPERATIONS (CONTINUED)



                                                           Three Months Ended                      Nine Months Ended
                                                               September 30,                        September 30,

                                                         1999                 1998               1999                 1998
                                               --------------------  -----------------  ----------------   ----------------------
OTHER INCOME (EXPENSE)
<S>                                           <C>                    <C>                <C>                <C>

      Interest income                                      87,356              95,402           241,254               160,727
      Interest expense                                    (73,109)           (101,085)         (224,835)             (205,254)
      Gain (loss) from sale of assets                           -              23,250                 -                23,250
      Gain (loss) from investment securities              324,396             209,727           946,875               562,422
      Gain (loss) on foreclosure                                -                   -           256,742              (274,220)
      Other income                                              -              38,252             4,869                39,030
                                                -----------------    ----------------   ---------------     -----------------
TOTAL OTHER INCOME (EXPENSE)                              338,643             265,546         1,224,905               305,955
                                                -----------------    ----------------   ---------------     -----------------

INCOME (LOSS) BEFORE MINORITY
    INTEREST                                              510,438             327,338         1,833,726               503,400

MINORITY INTEREST IN LOSS (GAIN)                           10,876              92,782           (89,748)              145,735
                                                -----------------    ----------------   ---------------     -----------------

NET INCOME (LOSS)                             $           521,314             420,120         1,743,978               649,135
                                                =================    ================   ===============     =================


INCOME (LOSS) PER COMMON SHARE

      Income (loss) before minority interest  $    0.16            $   0.12            $  0.60            $    0.18
      Minority interest in loss (gain)             0.00                0.03              (0.03)                0.05
                                                -----------------    ----------------   ---------------     -----------------
      Net income (loss) per weighted average
           common share outstanding           $    0.16            $   0.15            $  0.57            $    0.23
                                                =================    ================   ===============     =================

      Weighted average number of common shares
           outstanding                                  3,227,238           2,832,064         3,073,222             2,798,664
                                                =================    ================   ===============     =================
</TABLE>








                        See notes to consolidated unaudited financial statements

                                                     F-5


<PAGE>



<TABLE>
<CAPTION>
                                          CYBERAMERICA CORPORATION AND SUBSIDIARIES
                                  CONSOLIDATED UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
                                     FOR NINE MONTHS ENDING SEPTEMBER 30, 1999 AND 1998

                                                                                     Nine Months Ended
                                                                                        September 30
                                                                            1999                            1998
                                                               ------------------------------  ------------------------------
CASH FLOWS FROM OPERATION
<S>                                                              <C>                             <C>

     ACTIVITIES
     Net income (Loss)                                            $                 1,917,963    $                    649,135
     Adjustments to reconcile net income (loss) to
          net cash provided:
          (Gain) loss from sale of investments                                       (946,875)                       (562,422)
          Loss of foreclosure                                                        (256,742)                        274,220
          (Gain)loss from sale of assets                                                    -                         (23,250)
          Minority interest in (gain) loss                                           (100,624)                        145,735
          Depreciation and Amortization                                               265,821                         152,250
          Common stock issued for assets and debt                                         294                          39,231
          Serviced paid in common stock                                                     -                          29,764
          Decrease (increase) in assets:

              Receivables                                                              63,065                       1,218,186
              Other current assets                                                     (1,685)                       (206,402)
          Increase (decrease) in liabilities:

              Accounts and notes payable                                             (298,618)                       (217,987)
              Accrued liabilities                                                    (894,190)                       (374,537)
              Current portion of long-term debt                                      (611,053)                       (626,541)
                                                                    -------------------------      --------------------------
NET CASH PROVIDED (USED BY
     OPERATING ACTIVITIES                                         $                  (862,644)   $                    497,382
                                                                    -------------------------      --------------------------

CASH FLOWS FROM INVESTING

ACTIVITIES
     Minority interest in subsidiary                                                        -                         774,231
     Capital expenditures                                                            (549,485)                     (3,518,520)
     Proceeds from sales of investments                                             1,419,751                         846,785
                                                                    -------------------------      --------------------------
NET CASH FLOWS (USED) IN INVESTING                                $                   870,266    $                 (1,897,504)
     ACTIVITIES
</TABLE>


              See notes to consolidated unaudited condensed financial statements

                                             F-6


<PAGE>




                    CYBERAMERICA CORPORATION AND SUBSIDIARIES
      CONSOLIDATED UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS (CONTINUED)
               FOR NINE MONTHS ENDING SEPTEMBER 30, 1999 AND 1998


                                                  Nine Months Ended
                                                     September 30

                                              1999                     1998
                                       ---------------        -----------------
CASH FLOWS FROM FINANCING

ACTIVITIES
     Sale of common stock for cash            13,335                     21,500
     Increase in long term debt              600,000                  2,871,078
     Payment of debt                        (705,620)                (1,426,609)
                                        ------------          -----------------
NET CASH PROVIDED BY FINANCING
ACTIVITIES                            $     (105,620)       $         1,465,969

NET INCREASE (DECREASE) IN CASH              (97,998)                    65,847

CASH AT BEGINNING OF PERIOD                  146,744                      5,906
                                        ------------           -----------------
CASH AND CASH EQUIVALENTS AT END
 OF PERIOD                             $       48,746                  $ 71,753
                                        ============           ================


























       See notes to consolidated unaudited condensed financial statements

                                       F-7


<PAGE>



                    CYBERAMERICA CORPORATION AND SUBSIDIARIES
         NOTES TO CONSOLIDATED UNAUDITED CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1999

1.  Basis of Presentation

The accompanying consolidated unaudited condensed financial statements have been
prepared by management in accordance  with the  instructions in Form 10-QSB and,
therefore,  do not include all information  and footnotes  required by generally
accepted  accounting  principles and should,  therefore,  be read in conjunction
with the Company's  Annual Report to  Shareholders on Form 10-KSB for the fiscal
year ended December 31, 1998.  These  statements do include all normal recurring
adjustments which the Company believes  necessary for a fair presentation of the
statements. The interim operations results are not necessarily indicative of the
results for the full year ended December 31, 1999.

2.  Year 2000 Compliance

The Year 2000 problem is a result of computer  programs  being written using two
digits to define the applicable year. If not corrected, any program or equipment
that have time sensitive  components could fail or create erroneous results. The
Company  has  completed  a  review  of its  existing  systems  and has  upgraded
approximately  95% of its  existing  system  with  hardware  and  software  that
purports to be Year 2000 compliant.

The Company's  other software and hardware may not be Year 2000  compliant.  The
Company has already ordered the necessary software and hardware to fully upgrade
its computer  systems to be Year 2000  compliant.  The Company is expected to be
fully  compliant by November 30, 1999. The cost  associated  with  completion of
updating  the  Company's  computer  systems is not  expected  to have a material
impact on the financial condition of the Company.  Nonetheless,  there can be no
assurance that this will be the case.

The  Company  currently  has  limited  information   concerning  the  Year  2000
compliance status of its clients and associates.  However, even if the Company's
clients are not Year 2000  compliant,  the Company does not anticipate that such
noncompliance  will have a material  adverse  effect on the Company's  business,
financial condition, results of operations or cash flow.

3.  Additional footnotes included by reference

Except as indicated in Notes above, there have been no other material changes in
the information  disclosed in the notes to the financial  statements included in
the Company's Annual Report on Form 10-KSB for the year ended December 31, 1998.
Therefore, those footnotes are included herein by reference.

                                       F-8


<PAGE>



ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

FORWARD LOOKING STATEMENTS

The information  herein contains certain forward looking  statements  within the
meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E
of the  Securities  Exchange Act of 1934,  as amended,  which are intended to be
covered by the safe harbors  created  thereby.  Investors are cautioned that all
forward looking  statements  involve risks and uncertainty,  including,  without
limitation,  the  ability of the  Company to continue  its  expansion  strategy,
changes in the real estate  markets,  labor and  employee  benefits,  as well as
general  market  conditions,  competition,  and  pricing.  Although  the Company
believes  that  the  assumptions   underlying  the  forward  looking  statements
contained herein are reasonable, any of the assumptions could be inaccurate, and
therefore,  there  can be no  assurance  that  the  forward  looking  statements
included in the Form 10QSB will prove to be accurate. In view of the significant
uncertainties  inherent in the forward looking  statements  included herein, the
inclusion of such information  should not be regarded as a representation by the
Company or any other person that the objectives and plans of the Company will be
achieved

GENERAL

During the third quarter of 1999, CyberAmerica Corporation, a Nevada corporation
and its subsidiaries  (hereinafter  the "Company"  unless the context  indicates
otherwise) continued to improve its financial condition. The Company through its
real  estate and  consulting  operations  increased  its  rental and  consulting
revenues  over the  comparable  quarter in 1998. As a direct result of increased
revenues  for the nine  months  ended  September  30,  1999  and the year  ended
December  31,  1998,  the  Company's  overall  financial  health   significantly
improved.

REAL ESTATE DIVISIONS

The Company's  operations primarily involve the acquisition,  management,  lease
and sale of real estate  holdings.  The Company has  acquired a wide  variety of
commercial  and  residential  properties.  The Company  owns several real estate
holdings in Utah and also owns  properties in other parts of the United  States.
The Company seeks to locate and acquire  primarily  commercial real estate which
is believed to be undervalued  with little or no cash down. The Company acquires
real  estate  with  a  view  to  resell  at  substantial   profits  upon  making
improvements to the properties.  While the Company is making improvements to the
properties,  it  generally  enters  into short term  leases to  generate  rental
income.

The types of properties that the Company  generally  purchases  includes Class C
commercial  buildings  and raw land.  The  commercial  space  generally  needs a
nominal to substantial amount of renovation to obtain market rents. Accordingly,
the typical result of purchasing such properties is that the Company usually has
insufficient cash flows from rental revenues to cover the debt service and other
expenses  related to the  Company's  real estate  because of below market rents,
short term financing arrangements and no rental revenues from raw land. However,
upon sale of such  properties  the Company has  typically  realized  substantial
gains. To cover cash  shortages,  the Company  generally uses capital  generated
from its  consulting  division to cover  deficits or the Company  will issue its
common stock to raise additional capital.  The Company's plans to eliminate cash
shortages  and losses  related to its real  estate  holdings  includes  plans to
develop or sell portions of it raw land, increase occupancies,  and sell certain
properties that operate at a loss.

The Company made no  significant  disposition or  acquisitions  of real property
during the quarter ended September 30, 1999.

The Company recorded rental revenues of $217,462 from its real estate operations
for the third  quarter of 1999 compared to $183,297 for the same period of 1998.
This increase was primarily due to a decrease in vacancies. The General Lafyette
Hotel generated  approximately  $273,000, for the 9 months ended September 30 or
$89,000 for the quarter,  in revenues and is expected to increase  substantially
upon  completion  of the  necessary  renovations.  For more  information  on the
General  Lafayette Hotel, see Part 1 Item 2 in the Company's  December 31, 1998,
Form 10KSB.

                                        4


<PAGE>




FINANCIAL CONSULTING DIVISIONS

The Company  through its wholly owned  subsidiaries  Canton  Financial  Services
Corporation and Hudson  Consulting  Group,  Inc. provides a variety of financial
consulting services to a wide range of clients. The primary service performed by
the Company involves assisting clients in structuring  mergers and acquisitions.
This includes  locating  entities  suitable to be merged with or acquired by the
Company's  clients,   as  well  as  providing  general  advice  related  to  the
structuring  of mergers or  acquisitions.  The Company also  assists  clients in
restructuring their capital formation, advises with respect to general corporate
problem solving and provide shareholder relations services designed to expose it
clients to the broker dealer community.

The  Company  has  reduced  the scope and  extent  of the  financial  consulting
services it  provides.  Although  the  Company  continues  to provide  financial
consulting services,  this is done on a significantly smaller scale than in past
years. The Company has made an effort to limit the types of consulting  services
(as discussed above) it performs to those which have  historically been the most
profitable.

The Company's consulting  subsidiaries generate revenues through consulting fees
payable in the client's  equity,  cash,  other assets or some combination of the
three.  The primary form of  compensation  received is the equity  securities of
clients.  When payment is made in the form of equity, the number of shares to be
paid is dependent upon the price of the client's  common stock (if such price is
available)  and the extent of  consulting  services to be provided.  The typical
value  used to  determine  the  number of shares to be paid is  one-half  of the
stock's bid price,  which accounts for the fact that most of the equity received
as payment by the Company is restricted as to resale. The Company accepts equity
with the expectation that its services will assist in the stock's  appreciation,
thus allowing the Company to be compensated and to make a return on the payments
for its services.

The Company generates cash flow by liquidating  non-cash assets received as fees
for  consulting  services.  As most  fees are paid in the  form of  equity,  the
revenues and cash flows  realized by the Company are somewhat  tied to the price
of its clients'  securities.  A decline in the market price of a client's  stock
can effect the total asset value of the  Company's  balance sheet and can result
in the Company incurring substantial losses on its income statement. The Company
generally  books  securities that it accepts as payment at a 25% to 75% discount
of the current  market value at the time the Company  accepts the securities due
to illiquidity of the securities because of restriction on resale.

Revenues from the Company's financial  consulting  operations  increased for the
three and nine months ended  September 30, 1999. The Company  recorded  $539,293
and  $1,476,762  in revenues for the three and nine months ended  September  30,
1999 from its  financial  consulting  operations  as compared  to  $364,921  and
$743,586  for the same period of 1998.  This  increase was due to an increase in
the number of clients that retained the Company during the three and nine months
ended September 30, 1999.

RESULTS OF OPERATIONS

Gross  revenues for the three and nine months  ended  September  30, 1999,  were
$770,520 and $3,597,823 compared to $749,009 and $1,941,045 for the same periods
in 1998, a 3% and 85% increase in revenues for the  respective  periods in 1999.
The gross revenues for three months ended  September 30, 1999,  were higher than
the comparable quarter in 1998 due to an increase in consulting revenues.

Costs of revenues for the three and nine months ended  September 30, 1999,  were
$460,469 and  $2,312,284  compared to $358,737 and $808,620 for the same periods
in 1998.  The increase in the costs of revenues is primarily  due an increase in
the cost of rendering consulting.  The Company retained several new employees as
well as additional costs relating to the hiring of new employees.

Gross  profit for the three and nine  months  ended  September  30,  1999,  were
$310,051 and $1,285,539 compared to $390,272 and $1,132,425 for the same periods
in 1998. Gross profit as a percentage of revenues was 27 % and 36% for the three
and nine months ended  September 30, 1999,  compared to 52% and 58% for the same
periods in 1998.

                                        5


<PAGE>




Selling, general, and administrative expenses were $238,256 and $676,718 for the
three and nine months  ended  September  30,  1999  compared  to  $328,480,  and
$934,980 for the same period in 1998..  The primary reason for the decreases was
reduced consulting expenses together with the increased allocation to consulting
costs.

The Company  recorded an operating profit of $71,795 and $508,821 three and nine
months ended  September  30, 1999  compared to $61,792 and $197,445 for the same
period in 1998. The increase in net profit in 1999 was primarily attributable to
an increase in consulting  revenues and an increase in revenues from the sale of
real estate.

CAPITAL RESOURCES AND LIQUIDITY

At September 30, 1999,  the Company had current  assets of $3,372,485  and total
assets of $13,174,905 as compared to $2,577,442 and  $12,594,655 ,  respectively
at  December  31,  1998.  The  Company had net  working  capital  $1,300,395  at
September  30,  1999  compared to a working  capital  deficit of  $1,410,156  at
December 31, 1998.

Net stockholders' equity in the Company was $5,312,776 as of September 30, 1999,
compared to $2,915,907 as of September 30, 1998.

Due to the  Company's  debt  service on real  estate  holdings,  willingness  to
acquire  properties  with negative cash flows and acceptance of non-cash  assets
for consulting services, the Company experiences occasional cash flow shortages.
To satisfy its cash requirements,  including the debt service on its real estate
holdings,  the Company must periodically raise funds from external sources. This
often involves the Company conducting exempt offerings of its equity securities.

YEAR 2000 COMPLIANCE

The Year 2000 problem is a result of computer  programs  being written using two
digits  to define  the  applicable  year.  If not  corrected,  any  programs  or
equipment that have time  sensitive  components  could fail or create  erroneous
results.  The Company has  completed  a review of its  existing  systems and has
upgraded  approximately  95% of its existing  system with  hardware and software
that purports to be Year 2000 compliant.

The  Company's  other  software  and  hardware  may not be Year 2000  compliant.
However,  the Company has already ordered the necessary software and hardware to
fully upgrade its computer  systems to be Year 2000  compliant.  The Company now
expects to be fully  compliant by November 30, 1999.  The cost  associated  with
completion of updating the Company's  computer systems is not expected to have a
material impact on the financial condition of the Company.

Nonetheless, there can be no assurance that this will be the case

The  Company  currently  has  limited  information   concerning  the  Year  2000
compliance status of its clients and associates.  However, even if the Company's
clients are not Year 2000  complaint the Company does not  anticipate  that such
noncompliance  will have a material  adverse  effect on the Company's  business,
financial condition, results of operations or cash flows.

                                     PART II

ITEM 1.           LEGAL PROCEEDINGS

During  the third  quarter  of 1999,  the  following  no  material  developments
occurred regarding the Company's legal proceedings.  For more information please
see the  Company's  Form 10KSB for the year ended  December 31,  1998.  However,
subsequent to the quarter the following suit was filed against the Company.

                                        6


<PAGE>



LEGONG  INVESTMENTS  N.V., A NETHERLANDS  ANTILLES  CORPORATION V.  CYBERAMERICA
CORPORATION.  On November 12, 1999 this plaintiff filed suit against the Company
in the Third Judicial District Court, For Salt Lake County, State of Utah, Civil
NO. 990911427. The suit alleges to seek recovery under the Company's convertible
debenture  issued  to the  plaintiff  with a date of  September  17,  1996 and a
principal face amount of $300,000.  The debenture originally had a maturity date
of September 16, 1997,  which was extended by the parties in an agreement  dated
October 16, 1997. Plaintiff has demanded full payment of the outstanding balance
due and the suit  states a demand in the  amount  of  $543,997,  plus  costs and
reasonable  attorney  fees or the  issuance  of 583,090  shares of free  trading
CyberAmerica common stock. The Company acknowledges that some amount is owed and
did  tender to the  Plaintiff  a $20,000  check on October  25,  1999 in partial
satisfaction of the debenture.  Efforts by the Company to resolve the matter for
a reasonable  amount less than the demand are being  pursued prior to the filing
of an answer to the complaint.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(A)  EXHIBITS Exhibits required to be attached by Item 601 of Regulation S-B are
     listed in the Index to  Exhibits  on page 9 of this  Form  10-QSB,  and are
     incorporated herein by this reference.

(B) REPORTS ON FORM 8-K. No reports were filed on Form 8-K during the quarter.

                                        7


<PAGE>





                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, this 15th day of November 1999.


CYBERAMERICA CORPORATION

   /s/
- - ---------------------
Richard D. Surber                                       November 15, 1999
President, Chief Executive Officer and Director



   /s/
- - --------------------
Wayne Newton                                            November 15, 1999
Controller




                                        8


<PAGE>



                                INDEX TO EXHIBITS

EXHIBIT       PAGE              DESCRIPTION
NO.            NO.

3(i)            *          Articles of Incorporation of the Company (note that
                           these  were   amended  by  the   Articles  of  Merger
                           constituting   Exhibit   2  to  this   Form   10-KSB)
                           (incorporated  herein by  reference  from Exhibit No.
                           3(i) to the Company's  Form 10-KSB for the year ended
                           December 31, 1993).

3(ii)           *          Bylaws of the  Company,  as  amended  (incorporated
                           herein  by  reference   from  Exhibit  3(ii)  of  the
                           Company's Form 10 KSB for the year ended December 31,
                           1995).


                                    MATERIAL CONTRACTS

No material contracts were entered into during the quarter.

27             10          Financial Data Schedule  "CE"



*        Previously filed as indicated and incorporated herein by reference from
         the referenced filings previously made by the Company.



                                        9



<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM
     CONSOLIDATED  UNAUDITED  CONDENSED  FINANCIAL  STATEMENTS  FILED  WITH  THE
     COMPANY'S  SEPTEMBER  30,  1999,  QUARTERLY  REPORT ON FORM  10-QSB  AND IS
     QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK>                         0000788738
<NAME>                       CyberAmerica Corporation
<MULTIPLIER>                                   1

<CURRENCY>                                     U.S. Dollars

<S>                             <C>
<PERIOD-TYPE>                   9-Mos
<FISCAL-YEAR-END>                             Dec-31-1999
<PERIOD-START>                                 Jan-1-1999
<PERIOD-END>                                  Sep-30-1999
<EXCHANGE-RATE>                                1
<CASH>                                         48,746
<SECURITIES>                                   1,386,457
<RECEIVABLES>                                  1,897,814
<ALLOWANCES>                                   189,000
<INVENTORY>                                    0
<CURRENT-ASSETS>                               3,372,485
<PP&E>                                         9,215,651
<DEPRECIATION>                                 (1,176,475)
<TOTAL-ASSETS>                                 13,174,905
<CURRENT-LIABILITIES>                          2,072,090
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       3,228
<OTHER-SE>                                     5,309,548
<TOTAL-LIABILITY-AND-EQUITY>                   1,374,905
<SALES>                                        3,597,823
<TOTAL-REVENUES>                               3,597,823
<CGS>                                          2,312,284
<TOTAL-COSTS>                                  2,312,284
<OTHER-EXPENSES>                               (323,152)
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             224,835
<INCOME-PRETAX>                                1,743,978
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            0
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   1,743,978
<EPS-BASIC>                                    .57
<EPS-DILUTED>                                  .57




</TABLE>


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