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OMB APPROVAL
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OMB Number: 3235-0145
Expires: October 31, 2002
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(a)
(Amendment No.__)*
World Wide Stone Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
981544 10 9
--------------
(CUSIP Number)
Spencer W. Cunningham
5236 South 40th Street
Phoenix, Arizona 85040
(602) 438-1001
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 31, 1997
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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 the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(j) check the following box
[ ].
NOTE. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. SEE Rule 13d-7(b) for other
parties to whom copies are sent.
(Continued on following pages)
(Page 1 of 5 Pages)
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* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
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CUSIP NO. 981544 10 9 Page 2 of 5 Pages
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1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Spencer W. Cunningham
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
4,138,000
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,138,000
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
---------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,138,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.6%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 981544 10 9 Page 3 of 5 Pages
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ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to shares of common stock (the "Common Stock") of
World Wide Stone Corporation, a Nevada corporation with principal offices
located at 5236 South 40th Street, Phoenix, Arizona 85040 (the "Issuer").
ITEM 2. IDENTITY AND BACKGROUND
The following information is provided with respect to the person filing
this statement (the "Reporting Person"):
(a) Name: Spencer W. Cunningham
(b) Business address: 5236 South 40th Street, Phoenix, Arizona 85040.
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which
such employment is conducted: Spencer W. Cunningham is Executive Vice
President, Treasurer, and a director of World Wide Stone Corporation,
5236 South 40th Street, Phoenix, Arizona 85040.
(d) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, the Reporting Person was not a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to 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) The Reporting Person is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On August 10, 1989, the Reporting Person acquired 138,000 shares of Common
Stock in connection with the formation of the predecessor of the Issuer. On
August 24, 1994, the Issuer issued 1,000,000 shares of Common Stock to the
Reporting Person as partial compensation for services rendered by the Reporting
Person to the Issuer.
On October 22, 1991, Franklin E. Cunningham and Lee M. Cunningham, officers
of the Issuer and the Reporting Person's brother and sister-in-law,
respectively, granted the Reporting Person an option to acquire an aggregate of
3,000,000 to 5,000,000 shares of Common Stock, provided that the Issuer achieved
gross revenue in excess of $1,000,000 and some operating profit during two
consecutive calendar years. The Issuer met the performance criteria as of
December 31, 1997. Under the option agreement, Franklin Cunningham had the right
to determine the number of shares available for exercise under the option, based
upon the Reporting Person's performance with the Issuer. During 1999, Franklin
Cunningham determined that the Reporting Person was entitled to 3,000,000 shares
of Common Stock. The 3,000,000 shares were transferred to the Reporting Person
on March 20, 2000. The Reporting Person retains the right to acquire up to an
additional 2,000,000 shares of Common Stock from Franklin Cunningham if certain
conditions are met in the future.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 981544 10 9 Page 4 of 5 Pages
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ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person's transactions in the Issuer's securities are for
investment purposes. As indicated in Item 2, the Reporting Person serves as
Executive Vice President, Treasurer, and a director of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate number of shares of Common Stock beneficially owned by
the Reporting Person is 4,138,000 shares, which represents 12.6% of
the 32,803,768 shares of Common Stock outstanding as of the filing
date of this Schedule 13D. This number does not include up to
2,000,000 shares of Common Stock that the Reporting Person has the
right to acquire from Franklin Cunningham if certain conditions are
met in the future because the Reporting Person will not "beneficially
own" such shares until such conditions are met.
(b) The Reporting Person has sole voting and dispositive power over the
4,138,000 shares of Common Stock.
(c) The Reporting Person did not effect any transactions in the Common
Stock during the 60 days prior to March 20, 2000.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Not applicable.
<PAGE>
SCHEDULE 13D
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CUSIP NO. 981544 10 9 Page 5 of 5 Pages
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SIGNATURE
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.
October 27, 2000 /s/ Spencer W. Cunningham
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Spencer W. Cunningham
