UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A-1
Under the Securities Exchange Act of 1934
CYBERAMERICA CORPORATION
(Name of Issuer)
Common Stock, par value $0.001
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(Title of Class of Securities)
232456 20 2
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(CUSIP Number)
Richard Surber
268 West 400 South, Suite 300
Salt Lake City, UT 84101
(801) 575-8073
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(Name, address and telephone number of person
authorized to receive notices and communications)
June 29, 2000
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box ( ).
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SCHEDULE 13D
CUSIP No. 232456 20 2 Page 1 of 9 Pages
1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The David Michael LLC
2) CHECK THE APPROPRIATE BOX IF EITHER IS A MEMBER OF A GROUP (A) ( )
(B) ( X )
David Michael LLC expressly disclaims beneficial ownership of shares
held by A-Z Professional Consultants, Inc.; A-Z Oil, LLC; Alexander
Senkovski Irrevocable Trust; the A-Z Professional Consultants, Inc.
Retirement Trust, and BonnieJean C. Tippetts.
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E). [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Organized under the laws of the State of Utah.
7) SOLE VOTING POWER 55,200
NUMBER OF
SHARES
BENEFICIALLY 8) SHARED VOTING POWER - 0 -
OWNED BY
EACH
REPORTING 9) SOLE DISPOSITIVE POWER 55,200
PERSON WITH
10) SHARED DISPOSITIVE POWER - 0 -
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,200- David Michael LLC
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( X )
David Michael LLC expressly disclaims beneficial ownership of shares
held by A-Z Professional Consultants, Inc.; A-Z Oil, LLC; Alexander
Senkovski Irrevocable Trust; the A-Z Professional Consultants, Inc.
Retirement Trust; and BonnieJean C. Tippetts.
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.97%
14) TYPE OF REPORTING PERSON
OO
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SCHEDULE 13D
CUSIP No. 232456 20 2 Page 2 of 9 Pages
1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AZW Irrevocable Trust
2) CHECK THE APPROPRIATE BOX IF EITHER IS A MEMBER OF A GROUP
(A) ( )
(B) ( X )
AZW Irrevocable Trust expressly disclaims beneficial ownership of
shares held by A-Z Professional Consultants, Inc.; A-Z Oil, LLC;
Alexander Senkovski Irrevocable Trust; the A-Z Professional
Consultants, Inc. Retirement Trust, and BonnieJean C. Tippetts.
3) SEC USE ONLY
4) SOURCE OF FUNDS
PF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E). [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
Trust organized under the laws of the State of Utah.
7) SOLE VOTING POWER 6,000
NUMBER OF
SHARES
BENEFICIALLY 8) SHARED VOTING POWER - 0 -
OWNED BY
EACH
REPORTING 9) SOLE DISPOSITIVE POWER 6,000
PERSON WITH
10) SHARED DISPOSITIVE POWER - 0 -
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,000-AZW Irrevocable Trust
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( X )
AZW Irrevocable Trust expressly disclaims beneficial ownership of
shares held by A-Z Professional Consultants, Inc.; A-Z Oil, LLC;
Alexander Senkovski Irrevocable Trust; the A-Z Professional
Consultants, Inc. Retirement Trust, and BonnieJean C. Tippetts.
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14) TYPE OF REPORTING PERSON
OO
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SCHEDULE 13D
CUSIP No. 232456 20 2 Page 3 of 9 Pages
1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David Michael Wolfson
2) CHECK THE APPROPRIATE BOX IF EITHER IS A MEMBER OF A GROUP (A) ( )
(B) ( X )
Mr. Wolfson expressly disclaims beneficial ownership of shares held by
A-Z Professional Consultants, Inc.; A-Z Oil, LLC; Alexander Senkovski
Irrevocable Trust; A-Z Professional Consultants, Inc. Retirement
Trust; and BonnieJean C. Tippetts.
3) SEC USE ONLY
4) SOURCE OF FUNDS
OO
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E). [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
David Wolfson is an individual and a citizen of the State of Utah.
7) SOLE VOTING POWER - 0 -
NUMBER OF
SHARES
BENEFICIALLY 8) SHARED VOTING POWER 61,200
OWNED BY
EACH
REPORTING 9) SOLE DISPOSITIVE POWER - 0 -
PERSON WITH
10) SHARED DISPOSITIVE POWER 61,200
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,200-by David Michael Wolfson as sole owner and officer of the
entities reporting herein.
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( X )
Mr. Wolfson expressly disclaims beneficial ownership of shares held by
A-Z Professional Consultants, Inc.; A-Z Oil, LLC; Alexander Senkovski
Irrevocable Trust; A-Z Professional Consultants, Inc. Retirement
Trust; and BonnieJean C. Tippetts.
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2 %
14) TYPE OF REPORTING PERSON
IN
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Item 1. Security and Issuer
This schedule relates to the common stock, par value $0.001 per share, of
CyberAmerica Corporation ("Common Stock"). CyberAmerica Corporation is a Nevada
corporation with principal executive offices located at 268 West 400 South,
Suite 300, Salt Lake City, UT 84101 ("Issuer").
Item 2. Identity and Background
(a) This statement is filed by the David Michael LLC ("DMLLC"), which on
January 1, 2000 became the successor to the David Michael Irrevocable Trust
("David Michael Trust"). The David Michael Trust was organized on May 3,
1993 as the successor to the AZW Irrevocable Trust ("AZW Trust"), which
changed its name to the David Michael Irrevocable Trust on the same day.
Both the David Michael Trust and the AZW Trust filed statements on the
original Schedule 13-D filed in this matter, because some of the David
Michael Trust accounts in which securities were held still bore the name of
the AZW Trust. Nevertheless, all three of the entities named in this
statement-the DMLLC, the David Michael Trust, and the AZW Trust-are the
same entity, with the same assets, known by different names. The David
Michael Trust has not filed a separate statement in this Schedule 13D/A-1
because it has transferred all its assets to DMLLC, which is its successor
entity, and all references to DMLLC are the same as references to the David
Michael Trust.
This statement is also filed by David Michael Wolfson ("David Wolfson"),
the sole owner of DMLLC and the sole beneficiary of DMLLC's predecessors,
the David Michael and AZW Trusts.
(b) The principal address for DMLLC is 3809 South, West Temple Street, Suite
1-D, Salt Lake City, Utah 84115. The principal address for the AZW Trust is
3809 South, West Temple Street, Suite 1-D, Salt Lake City, Utah 84115. The
principal address for David Wolfson is 3809 South, West Temple Street,
Suite 1-D, Salt Lake City, Utah 84115.
(c) DMLLC is now a financial consulting firm (the David Michael Irrevocable
Trust did no consulting, but was simply a Utah irrevocable trust organized
for the benefit of its sole beneficiary, David Wolfson). The AZW Trust is
an irrevocable trust. David Wolfson is an individual and a citizen of the
State of Utah.
(d) DMLLC has not been convicted in a criminal proceeding during the last five
years. The David Michael Trust has not been convicted in a criminal
proceeding during the last five years. The AZW Trust has not been convicted
in a criminal proceeding during the last five years. David Wolfson has not
been convicted in a criminal proceeding during the last five years.
(e) During the last five years, none of the 3 persons filing this statement
(namely DMLLC, the AZW Trust, and David Wolfson) has been a party to a
civil proceeding that resulted in a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws. During the last five years, the David Michael Trust
has not been a party to a civil proceeding that resulted in a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) DMLLC is a Utah Limited Liability Company. The David Michael Trust is a
Utah irrevocable trust. The AZW Trust is a Utah irrevocable trust. David
Wolfson is an individual and a citizen of the State of Utah.
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Item 3. Source and Amount of Funds or Other Consideration
The 3 entities named in this Schedule 13D/A-1 (sometimes collectively referred
to as the "David Michael Entities") originally acquired the Issuer's shares
which triggered reporting on Schedule 13D through private transactions and
broker-dealer market transactions effected from March 1999 through July 2000,
described in greater detail in Section 5, below. The consideration paid for such
shares was cash.
In its original filing of Schedule 13D, the David Michael Irrevocable Trust
(predecessor to DMLLC) reported that, between April 14, 1999 and May 25, 1999,
it purchased 185,600 shares of CyberAmerica common stock for a total of
$193,264.10 in cash.
In its original filing of Schedule 13D, the AZW Irrevocable Trust (another
predecessor to DMLLC) reported that, between April 19 and April 21, 1999, it
purchased 51,500 shares of CyberAmerica common stock for a total of $54,214.25
in cash.
The source of funds for these transactions came from personal funds for both
predecessors of DMLLC (namely the David Michael Irrevocable Trust and the AZW
Irrevocable Trust). David Wolfson acquired no direct beneficial ownership of
such shares through these transactions, but has indirect-or shared-control over
the shares by virtue of his position as 100% owner and Managing Director of
DMLLC, and the sole beneficiary of its predecessors, the David Michael and AZW
Trusts. Hence, the source of funds for David Wolfson's ownership derives from
the funds of the other entities reporting under this Schedule 13D/A-1.
Furthermore, on or about June 29, 2000, the Issuer bought back a total of
162,100 shares of CyberAmerica common stock from the David Michael LLC, pursuant
to a Stock Purchase Agreement of June, 2000 (attached as an exhibit to this
Schedule 13D/A-1). The amount and source of the consideration for these shares
was the forgiveness of a total of $662,595 in debt which the David Michael LLC
and other business entities owed to the Issuer, as detailed in the Schedule
attached as Exhibit A to the Stock Purchase Agreement of June, 2000, which debt
forgiveness represented a purchase price of $1.50 per share.
Item 4. Purpose of Transaction
Although the David Michael Entities have from time to time bought and sold the
Issuer's stock, on or about June 29, 2000 the David Michael Entities sold back
to the Issuer a large block of stock (162,100 shares) for the purpose of
reducing the David Michael Entities' influence and control over the Issuer. The
repurchase of this large block of stock is hereby expressly stated to further
the purpose of creating a larger and clearer degree of separation between the
Issuer and the David Michael Entities.
The following discussion further elaborates on the purpose or purposes of the
acquisition the Issuer's securities and describes any plans or proposals
resulting in material transactions with the Issuer.
DMLLC
DMLLC acquired its shares in market transactions for investment purposes. DMLLC
is a consulting company which is 100% owned by David Wolfson. The company is in
the business of providing financial and management consulting services to small
companies. DMLLC owns less than 2% of the shares of CyberAmerica Corporation.
DMLLC has no current plans to purchase additional shares of CyberAmerica
Corporation. DMLLC may continue to dispose of its shares of CyberAmerica
Corporation in market transactions.
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DMLLC has no current plans which relate to or would result in any extraordinary
corporate transaction; a sale or transfer of a material amount of assets; a
change in company management, directors, capitalization, dividend policy, or
other material change in corporate business or structure. DMLLC does not plan to
take an active part in the Issuer's corporate affairs.
The AZW Trust
The AZW Trust acquired its shares in market transactions for investment
purposes. The AZW Trust is an irrevocable trust of which David Wolfson was the
sole beneficiary. It changed its name to the David Michael Irrevocable Trust on
May 3, 1993, and later changed its name and form of organization to the David
Michael LLC on or about January 1, 2000. The AZW Trust owns less than 1% of the
shares of CyberAmerica Corporation.
The AZW Trust has no current plans to purchase additional shares of CyberAmerica
Corporation, though it may continue to dispose of its shares of CyberAmerica
Corporation in market transactions.
The AZW Trust has no current plans which relate to or would result in any
extraordinary corporate transaction; a sale or transfer of a material amount of
assets; a change in company management, directors, capitalization, dividend
policy, or other material change in corporate business or structure. The AZW
Trust does not plan to take an active part in the Issuer's corporate affairs.
David Wolfson
David Wolfson has no current plans to purchase additional shares of CyberAmerica
Corporation. David Wolfson may continue to dispose of his shares of CyberAmerica
Corporation in market transactions.
David Wolfson has no current plans which relate to or would result in any
extraordinary corporate transaction; a sale or transfer of a material amount of
assets; a change in company management, directors, capitalization, dividend
policy, or other material change in corporate business or structure. David
Wolfson does not plan to take an active part in the Issuer's corporate affairs.
Item 5. Interest in Securities of the Issuer
(a) The aggregate number and percentage of class of securities identified
pursuant to Item 1 beneficially owned by each person named in Item 2 may be
found in rows 11 and 13 of the cover page.
(b) The powers which the reporting person(s) identified in the preceding
paragraph have relative to the shares discussed herein may be found in rows 7
through 10 of the cover page.
DMLLC expressly disclaims any direct and indirect beneficial ownership in any of
said shares of Common Stock held by or for the benefit of A-Z Professional
Consultants, Inc.; A-Z Oil, LLC; Alexander Senkovski Irrevocable Trust; A-Z
Professional Consultants, Inc. Retirement Trust; and BonnieJean C. Tippetts (all
five of whom have filed a separate Schedule 13D/A-1 regarding their shares).
The AZW Trust expressly disclaims any direct and indirect beneficial ownership
in any of said shares of Common Stock held by or for the benefit of A-Z
Professional Consultants, Inc.; A-Z Oil, LLC; Alexander Senkovski Irrevocable
Trust; A-Z Professional Consultants, Inc. Retirement Trust; and BonnieJean C.
Tippetts (all five of whom have filed a separate Schedule 13D/A-1 regarding
their shares).
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David Wolfson expressly disclaims any direct and indirect beneficial ownership
in any of said shares of Common Stock held by or for the benefit of A-Z
Professional Consultants, Inc.; A-Z Oil, LLC; Alexander Senkovski Irrevocable
Trust; A-Z Professional Consultants, Inc. Retirement Trust; and BonnieJean C.
Tippetts (all five of whom have filed a separate Schedule 13D/A-1 regarding
their shares).
(c) Since the most recent filing on Schedule 13D, the following transactions
have been effected:
By DMLLC (f/k/a the David Michael Trust):
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Amt. Bought/ Price Per
Date Sold Share Where/How Sold
6/8/99 2,000 (buy) $1.44 Market transaction via broker-dealer
6/22/99 1,500 (buy) $1.50 Market transaction via broker-dealer
6/28/99 20,500 (buy) $1.18 Market transaction via broker-dealer
12/20/99 2,000 (buy) $1.03 Market transaction via broker-dealer
6/26/00 162,100 (sell) $1.50 Sold to CyberAmerica for debt forgiveness
6/26/00 1,000 (buy) $1.52 Market transaction via broker-dealer
7/3/00 3,700 (buy) $2.00 Market transaction via broker-dealer
7/7/00 500 (buy) $2.06 Market transaction via broker-dealer
8/22/00 5,000 (sell) $1.91 Market transaction via broker-dealer
8/22/00 2,000 (sell) $1.91 Market transaction via broker-dealer
8/22/00 2,200 (sell) $1.94 Market transaction via broker-dealer
8/22/00 800 (sell) $1.88 Market transaction via broker-dealer
8/22/00 2,000 (sell) $1.88 Market transaction via broker-dealer
8/22/00 1,000 (sell) $1.88 Market transaction via broker-dealer
By AZW Irrevocable Trust
Amt. Bought/ Price Per
Date Sold Share Where/How Sold
5/26/99 8,000 (buy) $1.84 Market transaction via broker-dealer
10/13/99 2,000 (buy) $1.28 Market transaction via broker-dealer
1/20/00 6,500 (buy) $1.24 Market transaction via broker-dealer
6/5/00 6,500 (sell) $3.25 Market transaction via broker-dealer
6/14/00 2,000 (sell) $2.38 Market transaction via broker-dealer
6/14/00 3,000 (sell) $2.38 Market transaction via broker-dealer
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8/22/00 1,500 (sell) 2.00 Market transaction via broker-dealer
8/22/00 22,500 (sell) 1.86 Market transaction via broker-dealer
8/22/00 7,500 (sell) 1.86 Market transaction via broker-dealer
8/23/00 5,000 (sell) 1.55 Market transaction via broker-dealer
8/23/00 1,000 (sell) 1.53 Market transaction via broker-dealer
8/23/00 5,000 (sell) 1.38 Market transaction via broker-dealer
8/23/00 2,500 (sell) 1.38 Market transaction via broker-dealer
8/23/00 1,000 (sell) 1.38 Market transaction via broker-dealer
8/23/00 1,500 (sell) 1.38 Market transaction via broker-dealer
8/23/00 500 (sell) 2.00 Market transaction via broker-dealer
8/23/00 1,000 (sell) 2.00 Market transaction via broker-dealer
8/23/00 1,000 (sell) 2.00 Market transaction via broker-dealer
8/23/00 500 (sell) 2.00 Market transaction via broker-dealer
By David Wolfson:
----------------
Please refer to the foregoing sales by DMLLC, and the AZW Trust, in which David
Wolfson is indirectly interested due to his position as 100% owner of DMLLC and
the 100% beneficiary of DMLLC's two predecessor trusts. No transactions other
than as listed for those 3 entities are attributable to him.
(d) As mentioned above, David Wolfson has the right to receive or power to
direct the receipt of dividends from, or the proceeds from the sale of, the
securities described herein. David Wolfson owns 100% of DMLLC, and he is the
sole beneficiary of the David Michael and AZW Trusts, which were the
predecessors to DMLLC.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
DMLLC worked in the past as an independent consultant to CyberAmerica
Corporation. DMLLC's primary function was to locate potential transactions on
CyberAmerica's behalf and present them to CyberAmerica's management. DMLLC has
served CyberAmerica in this capacity since January 2000. During the year 2000,
DMLLC primarily performed services on CyberAmerica's behalf to locate potential
transactions.
CyberAmerica does not currently have any formal consulting arrangement with
DMLLC. Although CyberAmerica previously provided DMLLC with office space, that
arrangement has been terminated, and DMLLC has relocated to new offices several
miles away from CyberAmerica.
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Item 7. Material to Be Filed as Exhibits.
Attached as Exhibit A is a copy of the Stock Purchase Agreement of June, 2000,
pursuant to which CyberAmerica Corporation bought back 162,100 shares of its
common stock from DMLLC.
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
David Michael, LLC a Utah
limited liability company
f/k/a David Michael Irrevocable
Trust (5/3/93-1/1/00)
f/k/a AZW Irrevocable Trust
(prior to 5/3/93)
Date: 10/23/00 By: /s/ David Wolfson
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David Michael Wolfson
Its: Member
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1061).
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