FFP PARTNERS L P
SC 13D/A, 2000-07-19
AUTO DEALERS & GASOLINE STATIONS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                 SCHEDULE 13D/A

                    Under the Securities Exchange Act of 1934


                               FFP PARTNERS, L.P.
                               ------------------
                                (Name of Issuer)


                         Common Stock, par value $0.001
--------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                  302 42 M 106
--------------------------------------------------------------------------------
                                 (CUSIP Number)


                                  John Harvison
                                  -------------
                               2801 Glenda Avenue
                             Fort Worth, Texas 76117

                                 (817) 838-84700
--------------------------------------------------------------------------------
                  (Name, address and telephone number of person
               authorized to receive notices and communications)


                                 July 19, 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.   302 42 M 106                                       Page 1 of 2 Pages


1)       NAME OF REPORTING PERSONS

         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
         CyberAmerica Corporation

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

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

         CyberAmerica is a corporation  organized under the laws of the State of
Nevada.

                           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

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

13)      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         0%

14)      TYPE OF REPORTING PERSON

         CO

                                        1


<PAGE>



                                  SCHEDULE 13D

CUSIP No.   302 42 M 106                                       Page 2 of 2 Pages


1)       NAME OF REPORTING PERSONS

         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
         Richard Surber

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

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

         Richard Surber is a resident 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

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

13)      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         0%

14)      TYPE OF REPORTING PERSON

         IN

                                        2


<PAGE>




Item 1.  Security and Issuer

This schedule  relates to the common stock,  par value $0.001 per share,  of FFP
Partners,   L.P.  ("Common  Stock").   FFP  Partners,   L.P.,  a  Texas  limited
partnership,  has its principal executive offices located at 2801 Glenda Avenue,
Fort Worth, Texas 76117. ("Issuer").

Item 2.  Identity and Background

(a)  This statement is filed by CyberAmerica  Corporation  ("CyberAmerica")  and
     Richard Surber ("Surber").

(b)  The principal  business address for CyberAmerica and Surber is 268 West 400
     South, Salt Lake City, Utah 84101.

(c)  CyberAmerica is a real estate holding  company.  Surber is the President of
     CyberAmerica.

(d)  Neither CyberAmerica or Surber have been convicted in a criminal proceeding
     during the last five years.

(e)  During the last five years,  CyberAmerica  and Surber have 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.

Item 3.  Source and Amount of Funds or Other Consideration

Pursuant  to  the  Recission   Agreement   entered  into  between   CyberAmerica
("Buyer")and  A-Z  Oil,  L.L.C.,   A-Z  Professional   Consultants,   Inc.,  A-Z
Professional Consultants,  Inc., Retirement Trust, the David Michael L.L.C., and
the Alexander Senkovski L.L.C. (collectively,  the Sellers") dated July 19, 2000
and  attached  hereto as Exhibit  "A",  the Buyer and the Seller  have agreed to
rescind the Stock Purchase  Agreement,  entered into by the Buyer and the Seller
on April 19, 2000. .

Item 4.  Purpose of Transaction

The Stock Purchase Agreement between CyberAmerica  ("Buyer")and A-Z Oil, L.L.C.,
A-Z  Professional  Consultants,   Inc.,  A-Z  Professional  Consultants,   Inc.,
Retirement Trust, the David Michael L.L.C.,  and the Alexander  Senkovski L.L.C.
(collectively,  the  "Sellers")  dated April 19, 2000 has been  rescinded by the
Recission Agreement dated July 19, 2000.

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 of the reporting person,  identified in the preceding  paragraph,
has relative to the shares discussed  herein,  may be found in rows 7 through 10
of the cover page.

                                        3


<PAGE>



(c) There were no transactions in the class of securities  reported on that were
effected during the last sixty days aside from those discussed herein.

(d) No person aside from the  reporting  person  listed  herein has the right to
receive or power to direct the receipt of dividends  from,  or the proceeds from
the sale of, such  securities  except for Richard  Surber,  who is, as described
above, the President of CyberAmerica Corporation.

(e)  Not Applicable.

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

There are no current contracts,  arrangements,  understandings, or relationships
with respect to the securities of the Issuer that will result in any issuance to
the reporting individual.

Item 7.  Material to Be Filed as Exhibits.

Recission  Agreement  entered into between  CyberAmerica  ("Buyer")and  A-Z Oil,
L.L.C., A-Z Professional Consultants,  Inc., A-Z Professional Consultants, Inc.,
Retirement Trust, the David Michael L.L.C.,  and the Alexander  Senkovski L.L.C.
(collectively,  the Sellers") dated July 19, 2000 and attached hereto as Exhibit
"A".

     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.

                                                     CyberAmerica Corporation
                                                     a Nevada corporation

Date:  July 19, 2000                                 By: /s/Richard D. Surber
      ---------------------------                    -------------------------
                                                        Richard Surber

                                                     Its: President




Date:   July 19, 2000                                /s/Richard D. Surber
     ----------------------------                    -------------------------










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

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