CYBERAMERICA CORP
10QSB/A, 2000-05-23
MANAGEMENT CONSULTING SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB/A

(Mark One)

     [X] Quarterly  report under Section 13 or 15(d) of the Securities  Exchange
Act of 1934 for the quarterly period ended March 31, 2000.

     [ ] 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 May 19, 2000 was 3,237,238

                                        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.....................................................7

ITEM 5.  OTHER INFORMATION.....................................................7

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


SIGNATURES.....................................................................9

INDEX TO EXHIBITS.............................................................10











                 [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 March 31, 2000
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-6 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 March 31, 2000
 and Consolidated Audited Condensed Balance Sheet December 31, 1999..........F-2

Consolidated Unaudited Condensed Statements of Operations
  March 31, 2000 and 1999 ...................................................F-4

Consolidated Unaudited Condensed Statements of Cash Flows
  March 31, 2000 and 1999 ...................................................F-5

Notes to Consolidated Unaudited Condensed Financial Statements
  March 31, 2000 ............................................................F-6
















                                       F-1



<PAGE>


<TABLE>

                    CYBERAMERICA CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED UNAUDITED CONDENSED BALANCE SHEETS
                                 March 31, 2000


<CAPTION>
ASSETS                                                  March 31, 2000     December 31, 1999
- ------                                                  --------------    -----------------
                                                         (Unaudited)          (Audited)

<S>                                                <C>                  <C>
CURRENT ASSETS

   Cash                                            $     1,768,321        $        18,314
   Accounts receivable - Trade                             270,444                346,500
   Accounts receivable - Related Parties                   353,436                377,682
   Note receivable - Current Portion                       255,000              1,301,752
   Prepaid expenses                                         18,704                  4,814
   Securities available for sale                         4,800,526              3,970,445
                                                     --------------         -------------
TOTAL CURRENT ASSETS                                     7,466,431              6,019,507

PROPERTY AND EQUIPMENT                                  10,889,770             11,188,196

OTHER ASSETS

   Investment securities at cost                            78,833                 78,833
   Notes receivable - net of current portion               492,000                255,000
   Investments - other                                     184,725                184,725
                                                     -------------          -------------
TOTAL OTHER ASSETS                                         755,558                518,558

TOTAL ASSETS                                       $    19,111,759        $    17,726,261
                                                     =============          ==============

</TABLE>











             See notes to consolidated unaudited condensed financial
                                  statements.

                                       F-2

<PAGE>




<TABLE>

                                CYBERAMERICA CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED UNAUDITED CONDENSED BALANCE SHEETS (Continued)
                                              March 31, 2000
<CAPTION>

LIABILITIES AND

SHAREHOLDERS' EQUITY                                             March 31, 2000        December 31, 1999
- --------------------                                            ----------------       -----------------
                                                                 (Unaudited)               (Audited)
<S>                                                       <C>                        <C>
CURRENT LIABILITIES
   Accounts payable - trade                                $            50,279        $       224,732
   Accounts payable - Related Parties                                  144,600                287,463
   Accrued liabilities
     Interest                                                           63,668                 63,668
     Real estate taxes and assessments                                  32,985                102,727
     Payroll and related taxes payable                                  58,839                 85,678
     Refundable deposits                                                13,418                 42,985
     Refund to investors                                                   -                   27,348
     Other                                                              39,393                 82,836
   Debenture Payable                                                       -                  237,708
   Current portion of long term debt                                   967,223                976,993
   Current portion of IEPA liabilities                                  65,417                 56,179
                                                                --------------          -------------

TOTAL CURRENT LIABILITIES                                            1,435,822              2,188,317
                                                                --------------          -------------

LONG-TERM LIABILITIES

   Long-term debt, net of current portion                            7,758,315              7,153,723
   Long-term IEPA liability, net of current portion                    239,980                219,719
                                                                --------------          --------------

TOTAL LONG-TERM LIABILITIES                                          7,998,295              7,373,442

MINORITY INTEREST                                                      868,521                690,741

SHAREHOLDERS' EQUITY

   Preferred stock par value $.001; 20,000,000                            -                      -
    shares authorized; No shares issued
   Common stock par value $.001; 200,000,000
     shares authorized; 3,227,238 shares issued                          3,228                 3,228
   Additional paid-in capital                                       15,355,080            15,355,080
   Accumulated deficit                                              (6,549,187)           (8,314,681)
   Unrealized gain from securities available for sale                     -                  430,134
                                                                --------------          -------------
TOTAL SHAREHOLDERS' EQUITY                                           8,809,121             7,473,761
                                                                --------------          -------------
TOTAL LIABILITIES AND

SHAREHOLDERS' EQUITY                                       $        19,111,759       $    17,726,261
                                                                ==============          =============
</TABLE>


             See notes to consolidated unaudited condensed financial
                                  statements.

                                       F-3

<PAGE>




                    CYBERAMERICA CORPORATION AND SUBSIDIARIES
            CONSOLIDATED UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
               For the Three Months Ended March 31, 2000 and 1999


                                                    Three Months Ended March 31,
                                                          2000          1999
                                                     ------------     ---------
REVENUE

   Sale of property                                $         -     $   600,000
   Revenue Deferred                                          -               -
   Additional gain recognition                            16,793        10,392
   Consulting revenue                                    809,474       296,875
   Rental revenue                                        246,399       152,241
                                                     -----------     ---------
TOTAL REVENUE                                          1,072,666     1,059,508

COSTS OF REVENUE

   Cost of sale of property                                   -        219,498
   Costs associated with consulting revenue              510,175       201,742
   Costs associated with rental revenue                  174,108       108,741
   Interest expenses associated with
     rental revenue                                       14,528        56,885
                                                     -----------      --------
 TOTAL COSTS OF REVENUE                                  698,811       586,866

GROSS PROFIT                                             373,855       472,642
SELLING, GENERAL AND

 ADMINISTRATIVE EXPENSES                                 303,637       216,710
                                                     -----------       -------

OPERATING PROFIT (LOSS)                                   70,218       255,932

OTHER INCOME (EXPENSE):

   Interest income                                        81,784       101,267
   Interest expense                                     (128,634)      (99,862)
   Gain (loss) from sale of
     investment securities                             1,908,554        46,278
   Other income (expense)                                 48,514         2,865
                                                     -----------    ----------
TOTAL OTHER INCOME (EXPENSES)                          1,910,218        50,548
                                                     -----------    ----------

INCOME (LOSS)  BEFORE

MINORITY INTEREST                                      1,980,436       306,480

MINORITY INTEREST IN (GAIN) LOSS                        (177,780)       16,847
                                                     -----------    ----------
NET PROFIT (LOSS)                                  $   1,802,656       323,327

INCOME (LOSS) PER COMMON SHARE

   Income (loss) before minority interest          $        0.61   $      0.11
   Minority interest in loss (gain)                         0.05          0.01
                                                    ------------   -----------
   Net income (loss) per weighted average
     common share outstanding                      $        0.56  $       0.11
                                                    ============   ===========
   Weighted average number of common
     shares outstanding                                3,227,238     2,866,571
                                                    ============   ===========


             See notes to consolidated unaudited condensed financial
                                  statements.

                                       F-4

<PAGE>



<TABLE>

                         CYBERAMERICA CORPORATION SUBSIDIARIES
               CONSOLIDATED UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
                  For the Three Months Ended March 31, 2000 and 1999


<CAPTION>

                                                              Three Months Ended
                                                                  March 31,
                                                                 Unaudited
                                                       -----------------------------
                                                           1999               1998
                                                      -------------------- ----------
<S>                                                 <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                  $   1,802,656        $     323,327
  Adjustments to reconcile net income (loss)
  to net cash provided:
     (Gain) loss from sale of investments               (1,908,554)             (46,278)
      Minority interest in gain (loss)                     177,780              (33,092)
     Depreciation and Amortization                          79,571               86,233
     Services paid with common stock                         -                        -
     Decrease (increase) in assets:
       Accounts and notes receivable                       910,054             (204,307)
       Prepaid Expenses                                    (13,890)               1,967
       Securities                                         (830,081)                   -
     Increase (decrease) in liabilities:
      Accounts and notes payable                            45,620                2,044
      Accrued liabilities                                 (114,103)             (22,148)
                                                       ------------        ------------
  NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES   $     149,053       $      107,746
                                                       ------------        ------------

CASH FLOWS FROM INVESTING ACTIVITIES
     Capital expenditures                                        -                8,761
     Elimination of Unrealized gain                       (430,314)                  -
     Purchase of investments                               (85,407)                   -
     Proceeds from sale of investments                   2,179,595              208,493
                                                       ------------        ------------
 NET CASH FLOWS (USED) IN INVESTING ACTIVITIES       $   1,663,874        $     217,254

CASH FLOWS FROM FINANCING ACTIVITIES
     Increase in long term debt                                 -                     -
     Reduction of long-term debt                           (62,920)             (43,859)
                                                       ------------        ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES            $     (62,920)       $     (43,859)

 INCREASE (DECREASE) IN CASH                             1,750,007              281,141

CASH AT BEGINNING OF PERIOD                                 18,314              146,744
                                                       ------------        ------------

CASH AT END OF PERIOD                                $   1,768,321        $     427,885
                                                      ============         ============
</TABLE>


             See notes to consolidated unaudited condensed financial
                                  statements.

                                       F-5

<PAGE>



                    CYBERAMERICA CORPORATION AND SUBSIDIARIES
         NOTES TO CONSOLIDATED UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                 March 31, 2000


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, 1999.  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, 2000.

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  25% of its  existing  system  with  hardware  and  software  that
purports to be Year 2000 compliant.

The majority of the Company's  other software and hardware is not believed to 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 is expected to be fully  compliant by June 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, 1999.
Therefore, those footnotes are included herein by reference.

                                       F-6

<PAGE>



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

General

The Company's  operations consist primarily of two different areas of focus. The
Company's  primary  operations  involve the acquisition,  lease and sale of real
estate holdings. The Company also provides financial consulting services.

Real Estate Operations

The  Company's  objective  with  respect  to its real  estate  operations  is to
acquire,  through its subsidiaries,  properties throughout the country which the
Company's management believes to be undervalued and which the Company is able to
acquire through the expenditure of limited amounts of cash. The Company attempts
to acquire such properties by assuming existing  favorable  financing and paying
the balance of the price with nominal  cash  payments or through the issuance of
shares of the Company's  Common Stock.  Once such  properties are acquired,  the
Company  leases them to  primarily  commercial  tenants.  The Company also makes
limited  investments in  improvements  to the  properties  with the objective of
increasing  occupancy and improving cash flows.  The Company  believes that with
minor improvements and effective  management,  properties can be liquidated at a
profit within a relatively short period of time.

The Company  recorded  rental  revenues of $246,399 the quarter  ended March 31,
2000 as compared to $152,241the  quarter ended March 31, 1999. This increase was
largely attributable to increased occupancy.

Currently, the Company has positive cash flows from rental operations of $57,736
for the quarter ended March 31, 2000 compared to a negative cash flow of $13,385
for the quarter  ended March 31, 1999.  This is  attributable  to an increase in
occupancy.

The Company  continues its real estate  operations for two reasons.  First,  the
Company is attempting to eliminate the losses by increasing occupancy and rental
income from those  properties of the Company  which have a high current  vacancy
rate.  Second,  the Company  purchases  real estate  primarily for  appreciation
purposes.  Thus, while the Company seeks to minimize and reverse its real estate
cash flow deficit,  its goal is that cash sufficient to offset such deficit will
be generated upon property disposition.

Consulting Operations

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 provides  shareholder  relations services designed to expose
its clients to the broker dealer community.

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 usually  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 or
less of the  stock's  bid price,  which  accounts  for the fact that most of the
equity received as payment by the Company is

                                        4


<PAGE>



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, in part, by liquidating non-cash assets (equity
securities) 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 and the Company's ability
to sell such  securities.  A decline in the market price of a client's stock can
affect 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 restrictions on resale.

The Company's portfolio consists primarily of restricted and unrestricted shares
of common stock in micro to small cap publicly traded companies.  This portfolio
currently  consists  of shares of common in over 70  different  companies  whose
operations  range  from that of  high-tech  Internet  operations  to oil and gas
companies.  The Company  believes that the diversity of its current  holdings is
such that the overall  volatility of its portfolio is significantly less than in
prior years of operations.

Revenues from the Company's financial  consulting  operations  increased for the
quarter  ended March 31,  2000.  The Company  recorded  $809,474 in revenues the
quarter  ended March 31,  2000,  from its  financial  consulting  operations  as
compared to $296,875 for the same period of 1999.  This  increase was  primarily
due to an increase in consulting activities.

During the quarter ended March 31, 2000 the Company sold  investment  securities
owned by the Company and its subsidiaries.  The bulk of the securities sold were
securities that the Company and its majority owned subsidiaries acquired in past
years for services rendered to clients by the Company's consulting subsidiaries.
During the quarter ended March 31, 2000, the Company and its  subsidiaries  sold
$2,179,595 in investment  securities.  The Company's basis in the securities was
approximately $392,750.

Company Operations as a Whole

Revenues

Gross  revenues for the quarters  ended March 31, 2000 and 1999 were  $1,072,666
and $1,059,508 respectively. Gross revenues for the quarter ended March 31, 2000
increased 1% over March 31, 1999 This is due to a $512,599 increase in financial
consulting,  a $94,158 increase in rental revenues,  a $600,000 decrease in sale
of property,  and a $6,301  increase in gain  recognition  in the quarter  ended
March 31, 2000 as compared to the quarter ended March 31, 1999.

Profits

The Company  recorded an operating profit of $70,218 for the quarter ended March
31, 2000 as compared to an operating  profit of $255,932  for the quarter  ended
March 31, 1999. The net profit as a percentage increased by 458% for the quarter
ended March 31, 2000 over the quarter ended March 31, 1999. The Company recorded
a net profit of  $1,802,656  for the quarter  ended March 31, 2000 compared to a
net profit of $323,327  for the  quarter  ended March 31,  1999.  The  Company's
improvement  in  profitability  is  largely  attributable  to  the  increase  in
consulting.  Additionally,  the  Company  realized  a  gain  from  the  sale  of
investment  securities  of  $1,908,554  in the  quarter  ended March 31, 2000 as
compared  to gain  from the sale of  investment  securities  of  $46,278  in the
quarter ended March 31, 1999.

The  Company  expects to continue to operate at a profit  through  fiscal  2000.
However,  there can be no assurance  that the Company will  continue to maintain
profitability or that its revenue growth can be sustained in the future.

                                        5


<PAGE>



Expenses

General and  administrative  expenses for the quarters  ended March 31, 2000 and
1999 were  $303,637  and  $216,710,  respectively.  The reason  for the  $86,927
increase is primarily attributable to an increase in the number of employees.

Depreciation and amortization expenses for the quarters ended March 31, 2000 and
March 31, 1999 were $79,751 and $86,233,  respectively.  The decrease was due to
disposition of assets during late 1999.

The Company expects increases in expenses through the balance of the fiscal year
2000 as the Company  steps up its effort to acquire  additional  properties  and
continues to grow its consulting businesses.

Capital Resources and Liquidity

At the  quarter  ended  March  31,  2000,  the  Company  had  current  assets of
$7,466,431  and total  assets of  $19,111,759  as  compared  to  $6,019,507  and
$17,726,261,  respectively  at the year ended December 31, 1999. The Company had
net working  capital of  $6,030,609 at the quarter ended March 31, 2000 compared
to net working capital of $3,831,190 at the year ended December 31, 1999.

Net  stockholders'  equity in the Company was  $8,809,121  as of March 31, 2000,
compared to $7,473,761 as of December 31, 1999.

Cash flow provided by operations  was $149,053 the quarter ended March 31, 2000,
compared to cash flow provided by operations of $107,746 the quarter ended March
31, 1999. Cash flows provided from operating  activities the quarter ended March
31, 2000 are  primarily  attributable  to an increase in  consulting  and rental
revenues.

Cash flow provided from investing activities was $1,663,874 in the quarter ended
March 31, 2000,  compared to $217,254 for the same period in 1999.  The increase
is largely due to the increase in proceeds from the sale of investments,

Cash flow used in financing  activities  was $62,920 for the quarter ended March
31, 2000,  compared to net cash used of $43,859 for the quarter  ended March 31,
1999.

Due to the  Company's  debt  service on real  estate  holdings,  willingness  to
acquire  properties with negative cash flow shortages 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.

Impact of Inflation

The Company  believes that  inflation has had a negligible  effect on operations
over the past three years. The Company believes that it can offset  inflationary
increases in the cost of materials and labor by  increasing  sales and improving
operating efficiencies.

Known Trends, Events, or Uncertainties

General Real Estate Investment Risks

The  Company's  investments  are  subject to varying  degrees of risk  generally
incident to the ownership of real  property.  Real estate values and income from
the  Company's  current  properties  may be  adversely  affected  by  changes in
national or local economic conditions and neighborhood characteristics,  changes
in interest rates and in the availability, cost and terms of mortgage funds, the
impact of  present  or future  environmental  legislation  and  compliance  with
environmental  laws,  the  ongoing  need for  capital  improvements,  changes in
governmental rules

                                        6


<PAGE>



and fiscal policies,  civil unrest, acts of God, including earthquakes and other
natural  disasters which may result in uninsured  losses,  acts of war,  adverse
changes in zoning  laws and other  factors  which are beyond the  control of the
Company.

Value and Illiquidity of Real Estate

Real estate investments are relatively  illiquid.  The ability of the Company to
vary its  ownership  of real estate  property in response to changes in economic
and other conditions is limited.  If the Company must sell an investment,  there
can be no  assurance  that the Company will be able to dispose of it in the time
period it  desires or that the sales  price of any  investment  will  recoup the
amount of the Company's investment.

Property Taxes

The Company's real property is subject to real property taxes. The real property
taxes on this property may increase or decrease as property tax rates change and
as the property is assessed or  reassessed  by taxing  authorities.  If property
taxes increase, the Company's operations could be adversely affected.

Year 2000 Compliance

As of May 19, 2000, the Company has not experienced any Y2K problems.

Forward Looking Statements

The forward  looking  statements  contained in this Item 2 and elsewhere in this
Form  10-QSB are made  pursuant  to the Safe  Harbor  provisions  of the Private
Securities  Litigation  Reform  Act of 1995.  These  forward-looking  statements
involve a number of risks and uncertainties,  including the timely  development,
and  market  acceptance  of  products  and  technologies,   competitive   market
conditions,  successful  integration of  acquisitions  and the ability to secure
additional  sources of financing.  The actual  results that CYAA may achieve may
differ  materially  from any  forward-looking  statements  due to such risks and
uncertainties.

                                     PART II

ITEM 1.           LEGAL PROCEEDINGS

During the first quarter of 2000, the following 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, 1999.

State of Illinois vs. The Canton Industrial  Corporation - This action was filed
in the Ninth Judicial Circuit, State of Illinois,  County of Fulton, Case Number
93MR45,  in  September,  1993.  The action sought  environmental  cleanup of the
Canton  Plant site  located  in  Canton,  Illinois.  Prior to August  1997,  the
facility  consisted of brick,  steel and glass  constructed  buildings with over
1,290,366 feet of interior space, portions of which were in disrepair. On August
6, 1997, a fire engulfed the facility and destroyed  over 800,000 square feet of
the  buildings  located at the Canton  Plant.  Following  the fire,  preliminary
testing indicated that asbestos containing materials were included in the debris
of the fire.  In  February,  2000,  the  State of  Illinois  filed a Motion  for
Voluntary  Dismissal.  The motion was granted and an order of dismissal has been
entered.

ITEM 5.           OTHER INFORMATION

Subsequent Events

On May 19,  2000,  the  Company  appointed  two new  directors  to its  Board of
Directors  bringing  the  number  of Board  members  to five.  The two new board
members  are John Fry and Nathan  Henin.  Both  gentlemen  have  accepted  their
appointments.  Both Mr. Henin and Mr. Fry are  independent  members of the board
without employment ties to the Company.

                                       7


<PAGE>



Mr. Fry is 66 years old, he worked for Firestone Tire Company for over 35 years,
retiring from a position as a vice- president with Firestone. He currently works
as a business consultant and as a director for various other corporations.

Mr.  Henin is 76 years old.  He recently  stepped  down as  president  of Harris
Hardware  having worked with this company since 1947.  Mr. Henin is a veteran of
World War II,  having  served in the Army Air Corps and retired with the rank of
Major from the USAFR. He has been involved in importing from the Pacific rim and
continues to be an active consultant in several areas.

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 10 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.













                 [THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY.]










                                        8


<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 23rd day of May 2000.

CYBERAMERICA CORPORATION

      /S/ Richard Surber
- ----------------------------
Richard Surber                               May 23, 2000
President, Chief Executive Officer and Director




      /S/ Wayne Newton
- ----------------------------
Wayne Newton                                 May 23, 2000
Controller



                                        9


<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).

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


                                       10



<TABLE> <S> <C>

<ARTICLE>                     5
<LEGEND>
     THIS SCHEDULE  CONTAINS SUMMARY  FINANCIAL  INFORMATION  EXTRACTED FROM THE
     UNAUDITED  FINANCIAL  STATEMENTS  FOR THE PERIOD  ENDED MARCH 31, 2000 THAT
     WERE WERE FILED WITH THE  COMPANY'S  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>                                 3-MOS
<FISCAL-YEAR-END>                             DEC-31-2000
<PERIOD-START>                                JAN-1-2000
<PERIOD-END>                                  MAR-31-2000
<EXCHANGE-RATE>                                1
<CASH>                                         1,768,321
<SECURITIES>                                   4,800,526
<RECEIVABLES>                                    897,584
<ALLOWANCES>                                           0
<INVENTORY>                                            0
<CURRENT-ASSETS>                               7,466,431
<PP&E>                                        13,016,100
<DEPRECIATION>                                (2,126,330)
<TOTAL-ASSETS>                                19,111,759
<CURRENT-LIABILITIES>                          1,435,822
<BONDS>                                                0
                                  0
                                            0
<COMMON>                                           3,228
<OTHER-SE>                                     8,805,893
<TOTAL-LIABILITY-AND-EQUITY>                  19,111,759
<SALES>                                        1,072,666
<TOTAL-REVENUES>                               1,072,666
<CGS>                                            698,811
<TOTAL-COSTS>                                  1,002,448
<OTHER-EXPENSES>                               2,038,852
<LOSS-PROVISION>                                       0
<INTEREST-EXPENSE>                               128,634
<INCOME-PRETAX>                                1,802,656
<INCOME-TAX>                                           0
<INCOME-CONTINUING>                            1,802,656
<DISCONTINUED>                                         0
<EXTRAORDINARY>                                        0
<CHANGES>                                              0
<NET-INCOME>                                   1,802,656
<EPS-BASIC>                                         0.56
<EPS-DILUTED>                                       0.56


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