CYBERAMERICA CORP
S-8 POS, 2000-03-10
MANAGEMENT CONSULTING SERVICES
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As filed with the Securities and Exchange Commission on March 9th, 2000



File Number: 333-28573                             Commission File Number I-9418
- ----------------------                             -----------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                       POST EFFECTIVE AMENDMENT NUMBER ONE

                                       TO

                        FORM S-8 REGISTRATION STATEMENT
                                    UNDER THE
                             SECURITIES ACT OF 1933

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

                            CyberAmerica Corporation
                            ------------------------
             (Exact Name of Registrant as Specified in its Charter)


    268 West 400 South, Suite 300,
      Salt Lake City, Utah 84101                                  87-0509512
- -----------------------------------------                          ----------
 (Address of Principal Executive Offices)                        (IRS Employer
                                                          Identification Number)


               1997 Stock Option Plan of CyberAmerica Corporation
               --------------------------------------------------
                            (Full Title of the Plan)


       LaVonne Frost, 711 S. Carson Street, Suite 1, Carson City, NV 89701
       -------------------------------------------------------------------
               (Name and Address of Agent for Service of Process)

                                 (702) 883-5755
                                 --------------
          (Telephone Number, Including Area Code, of Agent for Service)

          PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 9.  Undertakings.

     Pursuant to the undertaking set forth in paragraph  (a)(3) of Item 9 of its
Registration   Statement  on  Form  S-8  Number   333-28573  (the  "Form  S-8"),
CyberAmerica  Corporation (the "Company")  hereby removes from  registration any
and all  remaining  shares of common stock  registered  under its Form S-8 which
have not been issued or reserved for  issuance  under the  Company's  1997 Stock
Option Plan as of the date specified below.

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for filing on Form S-8,  and has duly caused this Post-  Effective
Amendment Number One to the Registration  Statement Number 333-28573 on Form S-8
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Salt Lake City, State of Utah on the 9th day of March 2000.

CYBERAMERICA CORPORATION

By:  /s/ Richard D. Surber
     ----------------------
       Richard D. Surber,
       President

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Post-Effective  Amendment  Number  One  to  the  Registration  Statement  Number
333-28573  on Form  S-8 has  been  signed  on the 9th day of  March  2000 by the
following persons in the capacities indicated.

       SIGNATURE                                      TITLE

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

/s/ Gerald Einhorn                                  Director
- --------------------------
Gerald Einhorn

/s/ Adrienne Bernstein                              Director
- --------------------------
Adrienne Bernstein



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