CYBERAMERICA CORP
SC 13D/A, 2000-09-15
MANAGEMENT CONSULTING SERVICES
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                                  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
--------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                   232456 20 2
--------------------------------------------------------------------------------
                                 (CUSIP Number)


                                 Richard Surber
                          268 West 400 South, Suite 300
                            Salt Lake City, UT 84101
                                 (801) 575-8073
--------------------------------------------------------------------------------
            (Name, address and telephone number of person authorized
                     to receive notices and communications)


                                  June 29, 2000
--------------------------------------------------------------------------------
             (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 ( ).





                                        1

<PAGE>



                                  SCHEDULE 13D

CUSIP No.   232456 20 2                                       Page 1 of 15 Pages


1)       NAME OF REPORTING PERSONS
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
         A-Z Professional Consultants, Inc.

2)       CHECK THE APPROPRIATE BOX IF EITHER IS A MEMBER OF A GROUP   (A)  (   )
                                                                      (B)  ( X )

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

         Incorporated in Utah

                           7)       SOLE VOTING POWER                   34,800
NUMBER OF
SHARES
                           -----------------------------------------------------
BENEFICIALLY               8)       SHARED VOTING POWER                 - 0 -
OWNED BY
EACH
                           -----------------------------------------------------
REPORTING                  9)       SOLE DISPOSITIVE POWER              34,800
PERSON WITH

                           10)      SHARED DISPOSITIVE POWER            - 0 -


11)      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         A-Z Professional Consultants, Inc. - 34,800

12)      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
         SHARES (  )

13)      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         1.2%

14)      TYPE OF REPORTING PERSON
         CO

                                        1

<PAGE>



                                  SCHEDULE 13D

CUSIP No.   232456 20 2                                      Page 2 of 15 Pages


1)       NAME OF REPORTING PERSONS
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
         A-Z Oil, L.L.C.

2)       CHECK THE APPROPRIATE BOX IF EITHER IS A MEMBER OF A GROUP   (A)  (   )
                                                                      (B)  ( X )

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                    - 0 -
NUMBER OF
SHARES
                           -----------------------------------------------------
BENEFICIALLY               8)       SHARED VOTING POWER                  - 0 -
OWNED BY
EACH
                           -----------------------------------------------------
REPORTING                  9)       SOLE DISPOSITIVE POWER               - 0 -
PERSON WITH

                           10)      SHARED DISPOSITIVE POWER             - 0 -


11)      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         - 0 - -A-Z Oil, L.L.C.

12)      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
         SHARES (  )

13)      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         0.0%

14)      TYPE OF REPORTING PERSON
         OO


                                        2

<PAGE>



                                  SCHEDULE 13D
CUSIP No.   232456 20 2                                       Page 3 of 15 Pages


1)       NAME OF REPORTING PERSONS
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
         Alexander W. Senkovski Irrevocable Trust

2)       CHECK THE APPROPRIATE BOX IF EITHER IS A MEMBER OF A GROUP   (A)  (   )
                                                                      (B)  ( X )

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                 27,379
NUMBER OF
SHARES
                           -----------------------------------------------------
BENEFICIALLY               8)       SHARED VOTING POWER               - 0 -
OWNED BY
EACH
                           -----------------------------------------------------
REPORTING                  9)       SOLE DISPOSITIVE POWER            27,379
PERSON WITH

                           10)      SHARED DISPOSITIVE POWER          - 0 -


11)      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         27,379-Alexander W. Senkovski Irrevocable Trust

12)      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
         SHARES (  )

13)      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         1.0%

14)      TYPE OF REPORTING PERSON
         OO


                                        3

<PAGE>



                                  SCHEDULE 13D

CUSIP No.   232456 20 2                                       Page 4 of 15 Pages


1)       NAME OF REPORTING PERSONS
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
         A-Z Professional Consultants, Inc. Retirement Trust

2)       CHECK THE APPROPRIATE BOX IF EITHER IS A MEMBER OF A GROUP   (A)  (   )
                                                                      (B)  ( X )

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                 83,066
NUMBER OF
SHARES
                           -----------------------------------------------------
BENEFICIALLY               8)       SHARED VOTING POWER               - 0 -
OWNED BY
EACH
                           -----------------------------------------------------
REPORTING                  9)       SOLE DISPOSITIVE POWER            83,066
PERSON WITH

                           10)      SHARED DISPOSITIVE POWER          - 0 -


11)      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         83,066-A-Z Professional Consultants, Inc. Retirement Trust

12)      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
         SHARES (  )

13)      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         3.0%

14)      TYPE OF REPORTING PERSON
         OO


                                        4

<PAGE>



                                  SCHEDULE 13D

CUSIP No.   232456 20 2                                       Page 5 of 15 Pages

1)       NAME OF REPORTING PERSONS
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
         BonnieJean C. Tippetts

2)       CHECK THE APPROPRIATE BOX IF EITHER IS A MEMBER OF A GROUP   (A)  (   )
                                                                      (B)  ( X )

         Ms. Tippetts expressly disclaims beneficial ownership of shares held by
         the David Michael,  LLC or the AZW Irrevocable Trust, both of which are
         controlled exclusively by David Michael Wolfson.

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

         Ms. Tippetts is an individual and a citizen of the State of Utah.

                           7)       SOLE VOTING POWER                 - 0 -
NUMBER OF
SHARES
                           -----------------------------------------------------
BENEFICIALLY               8)       SHARED VOTING POWER               145,245
OWNED BY
EACH
                           -----------------------------------------------------
REPORTING                  9)       SOLE DISPOSITIVE POWER            - 0 -
PERSON WITH

                           10)      SHARED DISPOSITIVE POWER          145,245

11)      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         145,245 - by BonnieJean C. Tippetts  as trustee of trusts or officer of
         companies named herein.

12)      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
         SHARES ( X ) Ms. Tippetts expressly disclaims  beneficial  ownership of
         shares held by the David  Michael,  LLC or the AZW  Irrevocable  Trust,
         both of which are controlled exclusively by David Michael Wolfson.

13)      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         5.2 %

14)      TYPE OF REPORTING PERSON
         IN


                                        5

<PAGE>



                                  SCHEDULE 13D

CUSIP No.   232456 20 2                                       Page 6 of 15 Pages

1)       NAME OF REPORTING PERSONS
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
         Allen Z. 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
         the David Michael,  LLC or the AZW Irrevocable Trust, both of which are
         controlled exclusively by David Michael Wolfson.

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

         Mr. Wolfson is an individual and a citizen of the State of Utah.

                           7)       SOLE VOTING POWER                 145,245
NUMBER OF
SHARES
                           -----------------------------------------------------
BENEFICIALLY               8)       SHARED VOTING POWER               - 0 -
OWNED BY
EACH
                           -----------------------------------------------------
REPORTING                  9)       SOLE DISPOSITIVE POWER            145,245
PERSON WITH

                           10)      SHARED DISPOSITIVE POWER          - 0 -


11)      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         145,245 - by  Allen Z.  Wolfson  as  control  person  of  the  trusts,
         corporation, and LLC 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 the David  Michael,  LLC or the AZW  Irrevocable  Trust,
         both of which are controlled exclusively by David Michael Wolfson.

13)      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         5.2 %

14)      TYPE OF REPORTING PERSON
         IN

                                        6

<PAGE>



Item 1.  Security and Issuer

This  schedule  relates  to the common  stock,  par value  $0.001 per share,  of
CyberAmerica  Corporation  (the "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 (the "Issuer").

Item 2.  Identity and Background

(a)  This  statement  is  filed  by A-Z  Professional  Consultants,  Inc.  ("A-Z
     Professional");  A-Z Oil,  LLC ("A-Z  Oil");  the  Alexander  W.  Senkovski
     Irrevocable Trust ("Senkovski  Trust");  the A-Z Professional  Consultants,
     Inc.  Retirement  Trust  ("Retirement   Trust");   BonnieJean  C.  Tippetts
     ("Tippetts"), and Allen Z. Wolfson ("Allen Wolfson").

(b)  The  principal  address for A-Z  Professional  is 3809  South,  West Temple
     Street,  Suite 1-D, Salt Lake City, Utah 84115.  The principal  address for
     A-Z Oil is 3809 South, West Temple Street,  Suite 1-D, Salt Lake City, Utah
     84115.  The principal  address for the Senkovski Trust is 3809 South,  West
     Temple Street, Suite 1-D, Salt Lake City, Utah 84115. The principal address
     for the Retirement Trust is 3809 South, West Temple Street, Suite 1-D, Salt
     Lake City,  Utah 84115.  The principal  address for Tippetts is 3809 South,
     West Temple Street,  Suite 1-D, Salt Lake City,  Utah 84115.  The principal
     address for Allen  Wolfson is 3809 South,  West Temple  Street,  Suite 1-D,
     Salt Lake City, Utah 84115.

(c)  A-Z  Professional  is a  financial  consulting  firm.  A-Z Oil is a gas and
     petroleum  product supplier.  The Senkovski Trust is an irrevocable  trust.
     The Retirement  Trust is a retirement  trust.  Tippetts is the sole officer
     and director of A-Z Professional, the Managing Director of A-Z Oil, and the
     Trustee for each of the trusts.  Tippetts  has also been an employee of one
     of the subsidiary companies of the Issuer,  CyberAmerica  Corporation,  but
     employment  is planned to terminate  effective  September  15, 2000.  Allen
     Wolfson is the sole owner of A-Z  Professional and A-Z Oil, and the settlor
     of each of the trusts named herein.

(d)  A-Z Professional has not been convicted in a criminal proceeding during the
     last five years.  A-Z Oil has not been  convicted in a criminal  proceeding
     during the last five years. The Senkovski Trust has not been convicted in a
     criminal  proceeding  during the last five years.  The Retirement Trust has
     not been  convicted  in a criminal  proceeding  during the last five years.
     Tippetts has not been  convicted in a criminal  proceeding  during the last
     five years.  Allen Wolfson has not been convicted in a criminal  proceeding
     during the last five years.

(e)  During the last five years,  none of the 6 persons  filing  this  statement
     (namely A-Z  Professional,  A- Z Oil, the Senkovski  Trust,  the Retirement
     Trust, Tippetts, and Allen Wolfson) have 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)  A-Z Professional is a Utah corporation. A-Z Oil is a Utah limited liability
     company.  The Senkovski  Trust is a Utah trust.  The Retirement  Trust is a
     Utah trust. Tippetts is an individual,  a citizen of the State of Utah, and
     also an employee of one of the  subsidiary  companies of the Issuer.  Allen
     Wolfson is an individual and a citizen of the State of Utah.


                                        7

<PAGE>



Item 3.  Source and Amount of Funds or Other Consideration

         The 6 entities named in this Schedule 13D/A-1  (sometimes  collectively
referred to as the "A-Z 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 and forgiveness of debt.

         In its original filing of Schedule 13D, A-Z Professional reported that,
on May 24, 1999, it purchased  76,196 shares of CyberAmerica  common stock for a
total of $138,908.77 in cash.

         In its original filing of Schedule 13D, A-Z Oil reported that,  between
May 21, 1999 and June 2, 1999, it purchased 3,000 shares of CyberAmerica  common
stock for a total of $4,031.25 in cash.

         In its original  filing of Schedule 13D,  Senkovski Trust reported that
between May 12 and May 25, 1999,  it  purchased  18,000  shares of  CyberAmerica
common stock for a total of $25,203.13 in cash.

         The source of funds for these  transactions  came from working  capital
(in the case of A-Z Professional and A-Z Oil) and personal funds (in the case of
the  Senkovski  Trust and the  Retirement  Trust).  Tippetts  acquired no direct
beneficial  ownership  of  such  shares  through  these  transactions,  but  has
indirect-or  shared-control  over  the  shares  by  virtue  of her  position  as
President of A-Z Professional,  Managing Director of A-Z Oil, and Trustee of the
Senkovski,  AZW and  Retirement  Trusts.  Hence,  the  source  of funds  for Ms.
Tippetts'  ownership  derives  from the funds of the other 5 entities  reporting
under this Schedule  13D/A-1.  Allen Wolfson owns or controls A-Z  Professional,
A-Z Oil, and the two trusts;  hence,  the source of funds for his ownership came
from those entities.

         Furthermore, on or about June 22, 2000, the Issuer and the A-Z Entities
entered into a Stock Purchase Agreement of June, 2000 (attached as an exhibit to
this Schedule 13D/A-1) in which the Issuer bought back a total of 441,730 shares
of  CyberAmerica  common stock from the A-Z Entities and the David  Michael LLC.
The amount and source of the  consideration for these shares was the forgiveness
of a total of $662,595 in debt which the A-Z Entities and David Michael LLC owed
to the Issuer,  as detailed in the  Schedule  attached as Exhibit A to the Stock
Purchase Agreement of June, 2000.


Item 4.  Purpose of Transaction

         Although  the A-Z  Entities  have from time to time bought and sold the
Issuer's  stock,  the A-Z Entities  sold back to the Issuer on or about June 22,
2000 large  blocks of stock  (274,796  shares  from A-Z  Professional  and 4,834
shares from the Retirement  Trust) for the purpose of reducing the A-Z Entities'
influence  and control over the Issuer.  The Issuer has publicly  expressed  its
desire to separate  itself from the A-Z  Entities,  and the  repurchase of these
large  blocks of stock is hereby  expressly  stated to  further  the  purpose of
creating a larger and clearer  degree of  separation  between the Issuer and the
A-Z Entities.

         The following  discussion further elaborates on the purpose or purposes
of the  acquisition  of the  Issuer's  securities  and  describes  any  plans or
proposals resulting in material transactions with the Issuer.




                                        8

<PAGE>



A-Z Professional

A-Z  Professional  acquired  its shares in market  transactions  for  investment
purposes.  A-Z Professional is a consulting company which is 100% owned by Allen
Wolfson and of which Tippetts is the  President.  The company is in the business
of providing  financial and management  consulting  services to small companies.
A-Z Professional owns less than 2% of the shares of CyberAmerica Corporation.

A-Z  Professional  has  no  current  plans  to  purchase  additional  shares  of
CyberAmerica Corporation. A-Z Professional may continue to dispose of its shares
of CyberAmerica Corporation in market transactions.

A-Z  Professional  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.  A-Z
Professional  does not plan to take an  active  part in the  Issuer's  corporate
affairs.

A-Z Oil

A-Z Oil acquired its shares in market transactions for investment purposes.  A-Z
Oil is a gas and petroleum product supplier which is 100% owned by Allen Wolfson
and of  which  Tippetts  is the  Managing  Director.  A-Z  Oil owns no shares of
CyberAmerica Corporation.

A-Z Oil has no  current  plans to  purchase  additional  shares of  CyberAmerica
Corporation.

A-Z  Oil  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.  A-Z Oil
does not plan to take an active part in the Issuer's corporate affairs.

The Senkovski Trust

The Senkovski  Trust acquired its shares in market  transactions  for investment
purposes.  The Senkovski Trust is an irrevocable trust of which Allen Wolfson is
the settlor  (for the benefit of his minor  child) and  Tippetts is the Trustee.
The Senkovski Trust owns 1% of the shares of CyberAmerica Corporation.

The  Senkovski  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 Senkovski  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
Senkovski  Trust does not plan to take an active part in the Issuer's  corporate
affairs.

The Retirement Trust

The Retirement  Trust acquired its shares in market  transactions for investment
purposes.  The Retirement  Trust is a trust which is 100% owned by Allen Wolfson
and of which Tippetts is the Trustee. The Retirement Trust owns 3% of the shares
of CyberAmerica Corporation.


                                        9

<PAGE>



The  Retirement  Trust has no current  plans to  purchase  additional  shares of
CyberAmerica  Corporation.  The Retirement  Trust may continue to dispose of its
shares of CyberAmerica Corporation in market transactions.

The Retirement 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
Retirement Trust does not plan to take an active part in the Issuer's  corporate
affairs.

BonnieJean C. Tippetts

Ms. Tippetts has no current plans to purchase  additional shares of CyberAmerica
Corporation.  Ms. Tippetts may continue to dispose of her shares of CyberAmerica
Corporation in market transactions.

Ms.  Tippetts  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.  Ms.
Tippetts does not plan to take an active part in the Issuer's corporate affairs.

Allen Wolfson

Allen Wolfson has no current plans to purchase additional shares of CyberAmerica
Corporation.  Mr. Wolfson may continue to dispose of his shares of  CyberAmerica
Corporation in market transactions.

Mr.  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. Mr. 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.

A-Z  Professional   expressly  disclaims  any  direct  and  indirect  beneficial
ownership  in any of said  shares of Common  Stock held by or for the benefit of
the AZW Irrevocable  Trust,  the David Michael LLC, and David Wolfson (all three
of whom have filed a separate Schedule 13D/A-1 regarding their shares).

A-Z Oil expressly disclaims any direct and indirect beneficial  ownership in any
of said shares of Common Stock held by or for the benefit of the AZW Irrevocable
Trust,  the David Michael LLC, and David Wolfson (all three of whom have filed a
separate Schedule 13D/A-1 regarding their shares).

The  Senkovski  Trust  expressly  disclaims  any direct and indirect  beneficial
ownership  in any of said  shares of Common  Stock held by or for the benefit of
the AZW Irrevocable  Trust,  the David Michael LLC, and David Wolfson (all three
of whom have filed a separate Schedule 13D/A-1 regarding their shares).


                                       10

<PAGE>



The  Retirement  Trust  expressly  disclaims any direct and indirect  beneficial
ownership  in any of said  shares of Common  Stock held by or for the benefit of
the AZW Irrevocable  Trust,  the David Michael LLC, and David Wolfson (all three
of whom have filed a separate Schedule 13D/A-1 regarding their shares).

Tippetts 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,
A-Z Oil, the  Senkovski  Trust,  or the  Retirement  Trust.  Tippetts  expressly
disclaims any direct and indirect beneficial  ownership in any of said shares of
Common Stock held by or for the benefit of the AZW Irrevocable  Trust, the David
Michael LLC, and David Wolfson (all three of whom have filed a separate Schedule
13D/A-1 regarding their shares).

Allen Wolfson expressly disclaims any direct and indirect  beneficial  ownership
in any of said  shares of Common  Stock  held by or for the  benefit  of the AZW
Irrevocable  Trust,  the David Michael LLC, and David Wolfson (all three 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:
<TABLE>

By A-Z Professional:
-------------------

<CAPTION>

       Date      Amt.   Bought/Sold   Price Per Share         Where/How Sold
<S>            <C>         <C>          <C>          <C>
     6/8/99       500      (buy)         $1.39        Market transaction via broker-dealer
     6/8/99     5,000      (buy)         $1.55        Market transaction via broker-dealer
     6/9/99     1,500      (buy)         $1.47        Market transaction via broker-dealer
    6/14/99     8,000      (buy)         $0.97        Market transaction via broker-dealer
    6/23/99     1,000      (buy)         $1.24        Market transaction via broker-dealer
    6/30/99     9,000      (buy)         $1.22        Market transaction via broker-dealer
    7/21/99     5,500      (buy)         $1.26        Market transaction via broker-dealer
    7/23/99    25,000      (buy)         $1.17        Market transaction via broker-dealer
    7/23/99     7,500      (buy)         $1.26        Market transaction via broker-dealer
     8/2/99       500      (buy)         $1.34        Market transaction via broker-dealer
     8/4/99     6,000      (buy)         $1.23        Market transaction via broker-dealer
    8/12/99     4,500      (buy)         $1.23        Market transaction via broker-dealer
    8/16/99     2,500      (buy)         $0.98        Market transaction via broker-dealer
     9/3/99     3,500      (buy)         $0.88        Market transaction via broker-dealer
    9/29/99     5,500      (buy)         $0.97        Market transaction via broker-dealer
    10/4/99     7,000      (buy)         $1.34        Market transaction via broker-dealer
   10/13/99    17,500      (buy)         $1.29        Market transaction via broker-dealer
   10/13/99     6,000      (buy)         $1.28        Market transaction via broker-dealer


                                       11

<PAGE>




   10/29/99     3,000      (buy)         $1.17        Market transaction via broker-dealer
    11/1/99     5,000      (buy)         $1.16        Market transaction via broker-dealer
    11/2/99     4,000      (buy)         $1.05        Market transaction via broker-dealer
   11/15/99     7,500      (buy)         $1.03        Market transaction via broker-dealer
   11/30/99     5,000      (buy)         $1.23        Market transaction via broker-dealer
   11/30/99       500      (buy)         $1.65        Market transaction via broker-dealer
    12/6/99     5,300      (buy)         $1.98        Market transaction via broker-dealer
    12/7/99     1,000      (buy)         $1.64        Market transaction via broker-dealer
    12/9/99     1,000      (buy)         $1.58        Market transaction via broker-dealer
   12/10/99     1,000      (buy)         $1.32        Market transaction via broker-dealer
    1/26/00     1,000      (buy)         $1.90        Market transaction via broker-dealer
     3/6/00    10,000      (buy)         $2.00        Market transaction via broker-dealer
     3/6/00       500      (buy)         $2.12        Market transaction via broker-dealer
     3/8/00       500      (buy)         $2.00        Market transaction via broker-dealer
    3/13/00     1,000      (buy)         $2.00        Market transaction via broker-dealer
    3/13/00       500      (buy)         $2.12        Market transaction via broker-dealer
    3/14/00     1,000      (buy)         $2.25        Market transaction via broker-dealer
    3/14/00     1,000      (buy)         $2.54        Market transaction via broker-dealer
    3/14/00     3,000      (buy)         $2.44        Market transaction via broker-dealer
    3/16/00       500      (buy)         $2.12        Market transaction via broker-dealer
    3/29/00       500      (buy)         $3.79        Market transaction via broker-dealer
    3/30/00     5,000      (buy)         $3.68        Market transaction via broker-dealer
    5/24/00     1,000      (buy)         $2.74        Market transaction via broker-dealer
     6/5/00     7,100      (buy)         $3.35        Market transaction via broker-dealer
     6/6/00     7,200      (buy)         $3.25        Market transaction via broker-dealer
     6/9/00     1,000      (buy)         $2.48        Market transaction via broker-dealer
     6/9/00     1,000      (buy)         $2.56        Market transaction via broker-dealer
    6/12/00     2,500      (buy)         $2.84        Market transaction via broker-dealer
    6/14/00     1,100      (buy)         $2.22        Market transaction via broker-dealer


                                       12

<PAGE>




   6/26/00    274,796      (sell)        $1.50        Sold to CyberAmerica for debt forgiveness
   6/27/00        500      (buy)         $1.52        Market transaction via broker-dealer
    7/5/00      1,000      (buy)         $2.03        Market transaction via broker-dealer
   7/12/00      1,000      (buy)         $1.72        Market transaction via broker-dealer
   7/26/00        800      (buy)         $1.13        Market transaction via broker-dealer
   8/22/00      1,000      (sell)        $1.70        Market transaction via broker-dealer
</TABLE>

<TABLE>

By A-Z Oil:
----------

<CAPTION>

    Date         Amt.   Bought/Sold  Price Per Share     Where/How Sold
<S>            <C>         <C>           <C>          <C>

   6/14/99      1,000      (buy)         $1.03        Market transaction via broker-dealer
   6/23/99      7,000      (buy)         $1.31        Market transaction via broker-dealer
   8/22/00     11,000      (sell)        $2.13        Market transaction via broker-dealer

</TABLE>

<TABLE>

By Senkovski Trust

<CAPTION>

    Date         Amt.   Bought/Sold  Price Per Share     Where/How Sold
<S>            <C>         <C>           <C>          <C>

   8/19/99      2,500      (buy)         $1.13        Market transaction via broker-dealer
   8/22/00      5,000      (sell)        $1.81        Market transaction via broker-dealer

</TABLE>

<TABLE>

By Retirement Trust

<CAPTION>

            Date Amt.  Bought/Sold         Price Per Share     Where/How Sold
<S>            <C>         <C>           <C>          <C>

   12/20/99     2,000      (buy)         $1.30        Market transaction via broker-dealer
    5/31/00    21,000      (buy)         $3.26        Market transaction via broker-dealer
     6/7/00    28,100      (buy)         $3.09        Market transaction via broker-dealer
     6/8/00    31,300      (buy)         $3.09        Market transaction via broker-dealer
     6/8/00     5,000      (buy)         $2.84        Market transaction via broker-dealer
    6/26/00    4,834       (sell)        $1.50        Sold to A-Z Professional Consultants, Inc.
</TABLE>





                                       13

<PAGE>



By BonnieJean C. Tippetts:
-------------------------

Please refer to the foregoing sales by A-Z Professional,  A-Z Oil, the Senkovski
Trust, and the Retirement Trust, in which Ms. Tippetts is indirectly  interested
due to her position as President of A-Z  Professional,  Managing Director of A-Z
Oil,  and Trustee of the two trusts.  No  transactions  other than as listed for
those 4 entities are attributable to her.

By Allen Wolfson:
----------------

Please refer to the foregoing sales by A-Z Professional,  A-Z Oil, the Senkovski
Trust, and the Retirement Trust, in which Ms. Tippetts is indirectly  interested
due to his position as 100% owner of A-Z  Professional  and A-Z Oil, and settlor
of the two trusts. No transactions other than as listed for those 4 entities are
attributable to him.


(d) As  mentioned  above,  Allen  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. Allen Wolfson owns 100% of A-Z Professional and A-Z
Oil, and he is the settlor of the  Senkovski  Trust  (created for the benefit of
his minor child) and the Retirement Trust.

(e)  Not Applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.

A-Z  Professional  Consultants,  Inc.  works  as an  independent  consultant  to
CyberAmerica  Corporation.  A-Z  Professional's  primary  function  is to locate
potential   transactions   on   CyberAmerica's   behalf  and  present   them  to
CyberAmerica's  management.  A-Z  Professional  has served  CyberAmerica in this
capacity since 1992. During the year 2000, A-Z Professional  primarily performed
services  on  CyberAmerica's  behalf to locate  potential  transactions  for the
purchase and sale of CyberAmerica's real estate holdings.

CyberAmerica does not currently have any formal consulting  arrangement with A-Z
Professional.  Although  CyberAmerica  previously provided A-Z Professional with
office space,  that  arrangement has been  terminated,  and A-Z Professional has
relocated to new offices several miles away from CyberAmerica.  CyberAmerica may
agree to compensate A-Z  Professional  on a transaction by transaction  basis in
the future.  During the year 2000, A-Z  Professional was instrumental in several
transactions  involving the purchase,  sale and financing of real estate held by
CyberAmerica and its subsidiaries.

As mentioned above,  Allen Wolfson owns 100% of A-Z Professional and A-Z Oil and
is the settlor of the Senkovski and Retirement Trusts. BonnieJean C. Tippetts is
the  President of A-Z  Professional,  the Managing  Director of A-Z Oil, and the
Trustee of the Senkovski and Retirement Trusts.

Item 7.  Material to Be Filed as Exhibits.

         Attached  as  Exhibit A is a copy of the Stock  Purchase  Agreement  of
June, 2000 between  CyberAmerica  Corporation and A-Z Professional  Consultants,
Inc.

         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.



                                       14

<PAGE>



                           A-Z Professional Consultants, Inc.
                           a Utah corporation

Date:  9/13/2000           By:   /s/ BonnieJean C. Tippetts
      ---------------------     ------------------------------------------------
                                  BonnieJean C. Tippetts, President


                           A-Z Oil, LLC
                           a Utah limited liability company

Date:  9/13/2000           By:   /s/ BonnieJean C. Tippetts
      ---------------------     ------------------------------------------------
                                  BonnieJean C. Tippetts, Managing Director


                           Alexander W. Senkovski Irrevocable Trust
                           a Utah trust

Date:  9/13/2000           By:   /s/ BonnieJean C. Tippetts
      ---------------------     ------------------------------------------------
                                  BonnieJean C. Tippetts, Trustee


                           A-Z Professional Consultants, Inc. Retirement Trust
                           a Utah trust

Date:  9/13/2000           By:  /s/ BonnieJean C. Tippetts
      ---------------------     ------------------------------------------------
                                  BonnieJean C. Tippetts, Trustee

                           BonnieJean C. Tippetts
                           A resident of Utah

Date: 9/13/2000            By:   /s/ BonnieJean C. Tippetts
      ---------------------     ------------------------------------------------
                              BonnieJean C. Tippetts, in her individual capacity

                           Allen Z. Wolfson
                           A resident of Utah

Date: 9/13/2000            By:   /s/ Allen Z. Wolfson
      ---------------------     ------------------------------------------------
                                  Allen Z. Wolfson, in his individual capacity

Attention:  Intentional  misstatements  or omissions of fact constitute  Federal
criminal violations (See 18 U.S.C. 1061).



                                       15



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