UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A-2
Under the Securities Exchange Act of 1934
AXIA GROUP, INC.
(Name of Issuer)
Common Stock, par value $0.001
--------------------------------------------------------------------------------
(Title of Class of Securities)
05459Q 10 7
--------------------------------------------------------------------------------
(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)
October 27, 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
World Alliance Consulting, Inc., fka 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 199,850
NUMBER OF
SHARES
-----------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER - 0 -
OWNED BY
EACH
-----------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER 199,850
PERSON WITH
10) SHARED DISPOSITIVE POWER - 0 -
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
World Alliance Consulting, Inc., fka A-Z Professional Consultants, Inc.
- 199,850
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
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
A-Z Oil, L.L.C. - 0 -
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 - 0 -
NUMBER OF
SHARES
-----------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER 3,879
OWNED BY
EACH
-----------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER - 0 -
PERSON WITH
10) SHARED DISPOSITIVE POWER 3,879
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,879 - Alexander W. Senkovski Irrevocable Trust, shared w/ Alexander
Senkovski LLC
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
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
Alexander Senkovski LLC
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
LLC organized under the laws of the State of Utah.
7) SOLE VOTING POWER - 0 -
NUMBER OF
SHARES
-----------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER 3,879
OWNED BY
EACH
-----------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER - 0 -
PERSON WITH
10) SHARED DISPOSITIVE POWER 3,879
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,879 - Alexander Senkovski LLC, shared with 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)
0.1%
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
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 45,266
NUMBER OF
SHARES
-----------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER - 0 -
OWNED BY
EACH
-----------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER 45,266
PERSON WITH
10) SHARED DISPOSITIVE POWER - 0 -
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,266 - 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)
1.2%
14) TYPE OF REPORTING PERSON
OO
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
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 248,995
OWNED BY
EACH
-----------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER - 0 -
PERSON WITH
10) SHARED DISPOSITIVE POWER 248,995
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
248,995-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)
6.5 %
14) TYPE OF REPORTING PERSON
IN
6
<PAGE>
SCHEDULE 13D
CUSIP No. 232456 20 2 Page 7 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 248,995
NUMBER OF
SHARES
-----------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER - 0 -
OWNED BY
EACH
-----------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER 248,995
PERSON WITH
10) SHARED DISPOSITIVE POWER - 0 -
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
248,995-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)
6.5 %
14) TYPE OF REPORTING PERSON
IN
7
<PAGE>
Item 1. Security and Issuer
This schedule relates to the common stock, par value $0.001 per share, of Axia
Group, Inc. fka CyberAmerica Corporation (the "Common Stock"). Axia Group 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 World Alliance Consulting, Inc. fka A-Z
Professional Consultants, Inc. ("World Alliance"); A-Z Oil, LLC ("Oil
LLC"); the Alexander Senkovski LLC (the "Senkovski LLC"); 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 World Alliance is 3809 South, West Temple Street,
Suite 1-D, Salt Lake City, Utah 84115. The principal address for The Oil
LLC is 3809 South, West Temple Street, Suite 1-D, Salt Lake City, Utah
84115. The principal address for the Senkovski LLC 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) World Alliance is a financial consulting firm. The Oil LLC is a gas and
petroleum product supplier. The Senkovski LLC is an LLC whose sole member
is the Senkovski Trust. The Senkovski Trust is a Utah irrevocable trust
created for the benefit of Allen Wolfson's minor child. The Retirement
Trust is a retirement trust. Tippetts is the sole officer and director of
World Alliance, the Managing Director of The Oil LLC and Senkovski LLC, and
the Trustee for the Senkovski Trust (sole member of the Senkovski LLC) and
the Retirement Trust. Tippetts was also an employee of one of Axia Group's
subsidiary companies, but her employment terminated effective September 15,
2000. Allen Wolfson is the sole owner of World Alliance and The Oil LLC,
and the settlor of the Retirement Trust and the Senkovski Trust which owns
the Senkovski LLC.
(d) World Alliance has not been convicted in a criminal proceeding during the
last five years. The Oil LLC has not been convicted in a criminal
proceeding during the last five years. The Senkovski LLC 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 7 persons filing this statement
(namely World Alliance, The Oil LLC, the Senkovski LLC, 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.
8
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(f) World Alliance is a Utah corporation. The Oil LLC is a Utah limited
liability company. The Senkovski LLC is a Utah limited liability company
wholly owned by the Senkovski Trust. The Senkovski Trust is a Utah
irrevocable trust established for the benefit of Allen Wolfson's minor
child. The Retirement Trust is a Utah trust. Tippetts is an individual and
a citizen of the State of Utah. Allen Wolfson is an individual and a
citizen of the State of Utah.
Item 3. Source and Amount of Funds or Other Consideration
The 7 entities named in this Schedule 13D/A-2 (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 1995 through July 2000,
described in greater detail in Section 5, below. The consideration paid for such
shares was cash, forgiveness of debt, and services rendered to the Issuer.
In its original filing of Schedule 13D, World Alliance 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, The Oil LLC 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, the 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 World Alliance and The Oil LLC) and personal funds (in the case
of the Retirement Trust and the Senkovski Trust which wholly owns the Senkovski
LLC). 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 World Alliance, Managing Director of The Oil LLC
and Senkovski LLC, and Trustee of the Senkovski Trust and Retirement Trust.
Hence, the source of funds for Ms. Tippetts' ownership derives from the funds of
the other 4 entities reporting under this Schedule 13D/A-2. Allen Wolfson owns
or controls World Alliance, The Oil LLC, the Senkovski LLC and the Retirement
Trust; hence, the source of funds for his ownership came from those entities.
Furthermore, in October, 2000, the A-Z entities (all of which are
private entities not required to file audited financial statements) were
informally auditing their records and performing an inventory of their files as
a result of their recent move to new offices, and they discovered 4 old
certificates for a total of 173,250 shares of Axia Group stock (as adjusted for
a 10:1 reverse stock split effected in October 1997). 3 of these certificates
were issued by Canton Industrial Corporation, a predecessor corporation which
changed its name to CyberAmerica in late June 1996. These certificates were
dated May 8, 1995, December 29, 1995, and June 4, 1996. The 4th certificate,
issued by CyberAmerica Corporation, was dated May 27, 1997. All shares
represented by these certificates were in the names of Allen Wolfson or A- Z
Professional Consultants, Inc. The amount and source of consideration paid for
these shares were debt forgiveness between these entities and the Issuer or else
services which Mr. Wolfson and A-Z Professional Consultants performed for the
Issuer between 1995 and 1997. None of such shares were purchased with promissory
notes or borrowed funds.
9
<PAGE>
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 World Alliance 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 discovery of additional share certificates in October 2000
does not change this purpose. The A-Z entities have been consolidating their
holdings of Axia stock since June of 2000 and reducing their ownership of Axia
ever since. The A-Z Entities' purpose remains that of separating their interests
and control away from Axia Group, Inc.
The following discussion further elaborates on the purpose or purposes
of acquiring the Issuer's securities and describes any plans or proposals
resulting in material transactions with the Issuer.
World Alliance
World Alliance acquired its shares in private transactions with the Issuer
dating back to 1995, as well as market transactions for investment purposes.
World Alliance 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. World Alliance
owns roughly 5% of the shares of Axia Group.
World Alliance has no current plans to purchase additional shares of Axia Group.
World Alliance may continue to dispose of its shares of Axia Group in market
transactions.
World Alliance 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. World
Alliance does not plan to take an active part in the Issuer's corporate affairs.
The Oil LLC
The Oil LLC acquired its shares in market transactions for investment purposes.
The Oil LLC is a gas and petroleum product supplier which is 100% owned by Allen
Wolfson and of which Tippetts is the Managing Director. The Oil LLC owns less
than 1 % of the shares of Axia Group.
The Oil LLC has no current plans to purchase additional shares of Axia Group.
The Oil LLC may continue to dispose of its shares of Axia Group in market
transactions.
The Oil LLC 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 Oil LLC
does not plan to take an active part in the Issuer's corporate affairs.
10
<PAGE>
The Senkovski LLC and Trust
The Senkovski LLC acquired its shares from the Senkovski Trust in private
transactions. The Senkovski Trust acquired its shares in market transactions for
investment purposes. The Senkovski LLC is an LLC wholly owned by an irrevocable
trust of which Allen Wolfson is the settlor (for the benefit of his minor child)
and of which Tippetts is the Trustee. The Senkovski LLC owns less than 1% of the
shares of Axia Group.
The Senkovski LLC has no current plans to purchase additional shares of Axia
Group, though it may continue to dispose of its shares of Axia Group in market
transactions.
The Senkovski LLC 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 LLC 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 roughly 1% of
the shares of Axia Group.
The Retirement Trust has no current plans to purchase additional shares of Axia
Group. The Retirement Trust may continue to dispose of its shares of Axia Group
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 Axia Group.
Ms. Tippetts may continue to dispose of her shares of Axia Group 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 Axia Group.
Mr. Wolfson may continue to dispose of his shares of Axia Group 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.
11
<PAGE>
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.
World Alliance 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 Oil LLC 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 LLC 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 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 World Alliance, The
Oil LLC, the Senkovski LLC, 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:
By World Alliance:
-----------------
Price Per
Date Amt. Bought/Sold Share Where/How Bought or Sold
--------------------------------------------------------------------------------
10/19/00 16,000 (buy) $0.00* Newly discovered; obtained in 1995
for services rendered in 1995
10/27/00 36,000 (buy) $0.00* Newly discovered; obtained in 1995
and 1996 for services rendered in
1995 and 1996
10/27/00 121,250 (buy) $0.00* Newly discovered; obtained in 1997
for services rendered in 1997
12
<PAGE>
By World Alliance (continued):
Price Per
Date Amt. Bought/Sold Share Where/How Bought or Sold
--------------------------------------------------------------------------------
11/10/00 2,500 (sell) $0.69 Market transaction via broker-dealer
11/10/00 2,500 (sell) $0.53 Market transaction via broker-dealer
11/27/00 700 (sell) $0.88 Market transaction via broker-dealer
12/21/00 2,500 (sell) $0.56 Market transaction via broker-dealer
*consideration paid was services rendered to the Issuer.
By The Senkovski LLC
Price Per
Date Amt. Bought/Sold Share Where/How Sold
--------------------------------------------------------------------------------
10/04/00 8,500 (sell) $1.05 Market transaction via broker-dealer
10/11/00 5,000 (sell) $0.81 Market transaction via broker-dealer
11/16/00 5,000 (sell) $1.44 Market transaction via broker-dealer
11/16/00 5,000 (sell) $1.38 Market transaction via broker-dealer
By The Retirement Trust
Price Per
Date Amt. Bought/Sold Share Where/How Sold
--------------------------------------------------------------------------------
11/15/00 11,800 (sell) $1.09 Market transaction via broker-dealer
11/16/00 5,000 (sell) $1.15 Market transaction via broker-dealer
11/16/00 18,000 (sell) $1.26 Market transaction via broker-dealer
11/16/00 3,000 (sell) $1.06 Market transaction via broker-dealer
11/28/00 2,500 (buy) $0.78 Market transaction via broker-dealer
11/29/00 2,500 (buy) $0.78 Market transaction via broker-dealer
12/06/00 5,000 (sell) $0.75 Market transaction via broker-dealer
By BonnieJean C. Tippetts:
-------------------------
Please refer to the foregoing sales by World Alliance, The Oil LLC, the
Senkovski LLC, and the Retirement Trust, in which Ms. Tippetts is indirectly
interested due to her position as President of World Alliance, Managing Director
of The Oil LLC and the Senkovski LLC, and Trustee of the Retirement Trust. No
transactions other than as listed for those 4 entities are attributable to her.
13
<PAGE>
By Allen Wolfson:
----------------
Please refer to the foregoing sales by World Alliance, The Oil LLC, the
Senkovski LLC, and the Retirement Trust, in which Mr. Wolfson is indirectly
interested due to his position as 100% owner of World Alliance and The Oil LLC,
and settlor of the Retirement Trust and the Senkovski Trust which wholly owns
the Senkovski LLC. 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 World Alliance and The
Oil LLC, and he is the settlor of the Retirement Trust and the Senkovski Trust
(created for the benefit of his minor child), which owns the Senkovski LLC.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
World Alliance Consulting, Inc. works as an independent consultant to Axia
Group. World Alliance's primary function is to locate potential transactions on
CyberAmerica's behalf and present them to CyberAmerica's management. World
Alliance has served CyberAmerica in this capacity since 1992. During the year
2000, World Alliance 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
World Alliance. Although CyberAmerica previously provided World Alliance with
office space, that arrangement has been terminated, and World Alliance has
relocated to new offices several miles away from CyberAmerica. CyberAmerica may
agree to compensate World Alliance on a transaction by transaction basis in the
future. During the year 2000, World Alliance 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 World Alliance and The Oil LLC
and is the settlor of the Senkovski and Retirement Trusts. BonnieJean C.
Tippetts is the President of World Alliance, the Managing Director of The Oil
LLC and Senkovski LLC, and the Trustee of the Senkovski and Retirement Trusts.
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.
World Alliance Consulting, Inc.
a Utah corporation
Date: 1/08/2001 By: /s/ BonnieJean C. Tippetts
--------------------------------- ------------------------------------
BonnieJean C. Tippetts, President
14
<PAGE>
A-Z Oil, LLC
a Utah limited liability company
Date: 1/08/2001 By: /s/ BonnieJean C. Tippetts
-------------------------- ------------------------------------
BonnieJean C. Tippetts, Managing
Director
Alexander Senkovski LLC
a Utah limited liability company
Date: 1/08/2001 By: /s/ BonnieJean C. Tippetts
-------------------------- ------------------------------------
BonnieJean C. Tippetts, Managing
Director
Alexander W. Senkovski Trust
a Utah trust
Date: 1/08/2001 By: /s/ BonnieJean C. Tippetts
-------------------------- ------------------------------------
BonnieJean C. Tippetts, Trustee
A-Z Professional Consultants, Inc.
Retirement Trust a Utah trust
Date: 1/08/2001 By: /s/ BonnieJean C. Tippetts
-------------------------- ------------------------------------
BonnieJean C. Tippetts, Trustee
BonnieJean C. Tippetts
A resident of Utah
Date: 1/08/2001 By: /s/ BonnieJean C. Tippetts
-------------------------- ------------------------------------
BonnieJean C. Tippetts, in her
individual capacity
Allen Z. Wolfson
A resident of Utah
Date: 1/08/2001 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).
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