<TABLE>
<CAPTION>
As filed with the Securities and Exchange Commission on November __, 1997

File No.                                          Commission file number: I-9418

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                            CyberAmerica Corporation
             (Exact Name of Registrant as Specified in its Charter)

                    Nevada                               87-0509512
     (State or Other Jurisdiction of        (I.R.S. Employer Identification No.)
      Incorporation or Organization)


            268 West 400 South, Suite 300, Salt Lake City, Utah 84101
                    (Address of Principal Executive Offices)

           Written Compensation Contracts for Consultants and Advisors
                            (Full Title of the Plan)

        Joseph Alfano, 4180 Flamingo Crest Drive, Las Vegas, Nevada 89121
            (Name, Address, Including Zip Code, of Agent for Service)

Telephone number, including area code, of agent for service: (702) 794-0395

                         CALCULATION OF REGISTRATION FEE
===================================== ---------------- ---------------------- ----------------------- ================
Title of Securities to be             Amounts to be    Proposed Maximum       Proposed Maximum        Amount of
Registered                            Registered       Offering Price Per     Aggregate Offering      Registration
                                                       Share(1)               Price                   Fee
===================================== ================ ====================== ======================= ================
<S>                                           <C>      <C>                    <C>                     <C>   
Common Stock, par value $0.001                130,000  $1.25                  $162,500                $49.24
===================================== ================ ====================== ======================= ================
</TABLE>

(1)      Bona Fide estimate of maximum offering price solely for calculating the
         registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
         based on the  average bid and asked  price of the  registrant's  common
         stock as of November 4, 1997, a date within five business days prior to
         the date of filing of this registration statement.

         In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration  Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Plan described herein.
<PAGE>

                  Cross-Reference Sheet Pursuant to Rule 404(a)

         Cross-reference  between  items of Part I of Form  S-8 and the  Section
10(a)  Prospectus  that  will be  delivered  to each  employee,  consultant,  or
director who participates in the Plan.

Registration Statement Item Numbers and Headings           Prospectus Heading

1.       Plan Information                               Section 10(a) Prospectus

2.       Registrant Information and                     Section 10(a) Prospectus
         Employee Plan Annual Information


                                     PART II
         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following  documents  filed by CyberAmerica  Corporation,  a Nevada
corporation,  (the "Company")  with the Securities and Exchange  Commission (the
"Commission") are hereby incorporated herein by reference:

         1.       The Company's Annual Report on Form 10-KSB for the fiscal year
                  ended December 31, 1996.

         2.       All reports filed by the Company with the Commission  pursuant
                  to  Section  13(a) or 15(d) of the  Exchange  Act of 1934,  as
                  amended (the "Exchange Act"), since the end of the fiscal year
                  ended December 31, 1996.

         3.       The description  and specimen  certificate of the Common Stock
                  contained in the Company's  Form S-18  Registration  Statement
                  filed on January 21, 1986 under the  Exchange  Act,  including
                  any amendment or report filed for the purpose of updating such
                  description.

         Prior  to the  filing,  if  any,  of a  post-effective  amendment  that
indicates that all securities  covered by this Registration  Statement have been
sold or that de-registers all such securities then remaining unsold, all reports
and other  documents  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c),  14,  or  15(d)  of  the  Exchange  Act  shall  be  deemed  to be
incorporated  by  reference  herein and to be a part hereof from the date of the
filing of such reports and documents.

Item 4.  Description of Securities

         The common  stock of the  Company  being  registered  pursuant  to this
registration statement is part of a class of securities registered under section
12 of the Exchange  Act. A  description  of such  securities is contained in the
Company's initial Form S-18 Registration  Statement filed with the Commission on
January  21,  1986,  and is  incorporated  herein by  reference.  (See  "Item 3.
Incorporation of Documents by Reference.")

Item 5. Interests of Named Experts and Counsel

         No  expert  is  named as  preparing  or  certifying  all or part of the
registration statement to which this prospectus pertains, and no counsel for the
Company  who is named in this  prospectus  as  having  given an  opinion  on the
validity of the securities  being offered hereby was hired on a contingent basis
or has or is to  receive,  in  connection  with  this  offering,  a  substantial
interest, direct or indirect, in the Company.
<PAGE>
Item 6. Indemnification of Directors and Officers

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the  "Securities  Act"), may be permitted to members of
the board of directors,  officers, employees, or persons controlling the Company
pursuant to the immediately subsequent provisions, the Company has been informed
that in the opinion of the SEC such  indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

         The Company's Restated Articles of Incorporation,  specifically Article
Nine, however, eliminate the personal liability of the officers and directors to
shareholders  of the  corporation  for money damages to the extent  permitted by
Nevada Revised Statutes ("NRS") Section 78.037. NRS Section 78.037 provides that
a corporation may limit or eliminate officers' and directors' personal liability
for breach of fiduciary  duty so long as liability is not  eliminated or limited
for acts or  omissions  involving  intentional  misconduct,  fraud or a  knowing
violation of law or the payment of unlawful distributions.

         Section Eight of Article VI of the  Corporation's  Bylaws provides that
the  Corporation  shall  indemnify its officers and directors for any liability,
including reasonable costs of defense, arising out of any act or omission of any
officer or director on behalf of the  Corporation  to the fullest extent allowed
by the laws of the State of Nevada.

         In  actions,  proceedings  and suits  involving  an officer or director
because of their being or having been an officer or director, other than actions
by or in the right of the corporation, NRS Section 78.751 (the "Nevada Statute")
permits a  corporation  to indemnify  directors or officers  against  actual and
reasonable expenses, including attorneys fees, judgments, fines and amounts paid
in  settlement.  The Nevada  Statute  applies to actions,  proceedings  or suits
whether civil,  criminal,  administrative  or  arbitrative  in nature.  However,
unless a court directs  otherwise,  indemnification  is permissible  only if the
officer or director meets the applicable standard of conduct and indemnification
is proper  under the  circumstances.  In civil  cases,  the  standard of conduct
requires  the officer or director to act in good faith and in a manner he or she
reasonably  believes  to be in or not  opposed  to  the  best  interests  of the
corporation.  In criminal  cases,  an officer or director  meets the standard of
conduct if he has no reasonable  cause to believe his conduct was unlawful.  The
board  of  directors  acting  through  a  quorum  of  disinterested   directors,
independent  legal  counsel  designated  by  the  board  of  directors,  or  the
shareholders  shall  determine  whether  indemnification  is  proper  under  the
circumstances.  Termination  of  proceedings  by  judgment,  order,  settlement,
conviction or plea of no contest or its equivalent, does not of itself establish
a presumption that the officer or director did not meet the applicable  standard
of conduct.

         In actions by or in the right of the  corporation,  the corporation may
indemnify an officer or director  against  expenses  provided he  satisfies  the
applicable  standard of conduct.  However,  a  corporation  cannot  indemnify an
officer or director  adjudged liable to the  corporation on any claim,  issue or
matter  unless,  and to the  extent,  the  court  determines  that  despite  the
adjudication of liability, and in light of all the circumstances, the officer or
director is fairly and reasonably entitled to indemnity for expenses.

         In all  proceedings,  whether by or in the right of the  corporation or
otherwise, the Nevada Statute requires indemnification to the extent the officer
or  director  is  successful  on the  merits  or  otherwise  in  defense  of the
proceeding  or in  defense  of any  claim,  issue or  matter  therein.  A Nevada
corporation may provide, either in its articles, bylaws or agreements,  that the
corporation  shall pay the expenses on behalf of a director or officer  prior to
the final  disposition  of the action upon  receipt of an  undertaking  by or on
behalf  of  the  director  or  officer  to  repay  those  advancements  if it is
ultimately   determined  that  the  officer  or  director  is  not  entitled  to
indemnification.  The Nevada  Statute  does not  exclude  other  indemnification
rights to which a director  or officer  may be  entitled  under the  articles of
incorporation, the bylaws, an agreement, a vote of shareholders or disinterested
directors,  or  otherwise;  provided  that those rights  would not  indemnify an
officer or director  against a judgment or other final  adjudication  adverse to
the officer or director that  establishes  the  officer's or director's  acts or
omissions involved intentional  misconduct,  fraud or known violation of the law
and were material to the cause of action.

         The foregoing  discussion of indemnification  merely summarizes certain
aspects of  indemnification  provisions  and is limited by  reference to the NRS
Section  78.751,  Article  Nine,  Section  VI of the  Corporation's  Bylaws,  as
amended, and Article Nine of the Company's Restated Articles of Incorporation.
<PAGE>
Item 7.   Exemption from Registration Claimed

         No restricted securities are being reoffered or resold pursuant to this
registration statement.

Item 8. Exhibits.

         The exhibits are attached to this Registration  Statement are listed in
the Exhibit Index, found on page 7.

Item 9.  Undertakings

(a)      The undersigned registrant hereby undertakes:

         (1)      To file,  during any period in which offers or sales are being
                  made,  a   post-effective   amendment  to  this   Registration
                  Statement to include any material  information with respect to
                  the  plan of  distribution  not  previously  disclosed  in the
                  Registration   Statement  or  any  material   change  to  such
                  information in the Registration Statement.

         (2)      To treat,  for the purpose of determining  any liability under
                  the Securities Act of 1933, each such post-effective amendment
                  as a new  registration  statement  relating to the  securities
                  offered  therein,  and the offering of such securities at that
                  time  shall be deemed  to be the  initial  bona fide  offering
                  thereof.

         (3)      To  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.

(b)      The  undersigned  registrant  hereby  undertakes  that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the registrant's  annual report pursuant to Section 13(a) or Section
         15(d) of the Securities  Exchange Act of 1934 (and,  where  applicable,
         each filing of an employee  benefit  plan's annual  report  pursuant to
         Section  15(d)  of  the  Securities  Exchange  Act  of  1934)  that  is
         incorporated  by  reference  in this  Registration  Statement  shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted  to  directors,  officers and  controlling
         persons of the  registrant  pursuant to the  foregoing  provisions,  or
         otherwise,  the  registrant has been advised that in the opinion of the
         Securities  and Exchange  Commission  such  indemnification  is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification  against such liabilities
         (other than the payment by the registrant of expenses  incurred or paid
         by a director,  officer or controlling  person of the registrant in the
         successful  defense of any action,  suit or  proceeding) is asserted by
         such  director,  officer or controlling  person in connection  with the
         securities being registered, the registrant will, unless in the opinion
         of its counsel the matter has been  settled by  controlling  precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification  by it is against public policy as expressed in the Act
         and will be governed by the final adjudication of such issue.



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Salt Lake City,  State of Utah,  on  November  5,
1997.

                                                CyberAmerica Corporation

                                                By /s/Richard D. Surber
                                                Richard D. Surber, as President

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and  appoints  Richard  D.  Surber,  with  power of
substitution,  as his attorney-in-fact  for him, in all capacities,  to sign any
amendments to this  registration  statement and to file the same,  with exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange   Commission,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact or his substitutes may do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.


Signature              Title                                        Date


/s/Richard Surber      President, Chief Executive Officer,     November 5, 1997
Richard Surber         Secretary and Director

/s/Adrienne Bernstein   Director                               November 5, 1997
Adrienne Bernstein

/s/Philip Lamb          Director                               November 5,  1997
Philip Lamb

/s/Wayne Newton         Controller                             November 5, 1997
Wayne Newton
<PAGE>


As filed with the Securities and Exchange Commission on November __, 1997

File No. 33-


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549




                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933




                            CyberAmerica Corporation
                             (A Nevada corporation)









<PAGE>

                                INDEX TO EXHIBITS

                                      
Exhibits  SEC Ref. No.                         Description of Exhibit   
  
  A         4(a)                       Consulting   Agreement  executed  by  and
                                       between  the  Company  and A.R.  Fortune,
                                       Inc., dated November 1, 1997.

  B         4(a)                       Consulting   Agreement  executed  by  and
                                       between the Company and Proctor  Company,
                                       Inc., dated November 1, 1997.

  C          5,23(b)                   Opinion and consent of Counsel with
                                       respect to the  legality of the  issuance
                                       of securities being issued

  D         23(a)                      Consent of Accountant
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT - CYBERAMERICA CORPORATION", "secsgml_size_bytes": 18554}]
{"company-data": {"conformed-name": "CYBERAMERICA CORP", "cik": "0000788738", "assigned-sic": "8742", "irs-number": "870509512", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39855", "film-number": "97710876"}, "business-address": {"street1": "268 W 400 S STE 300", "street2": "RICHARD SURBER", "city": "SALT LAKE CITY", "state": "UT", "zip": "84101", "phone": "8015758073"}, "mail-address": {"street1": "268 WEST 400 SOUTH", "street2": "STE 300", "city": "SALT LAKE CITY", "state": "UT", "zip": "84101"}, "former-company": {"former-conformed-name": "CANTON INDUSTRIAL CORP", "date-changed": "19950412"}}
As filed with the Securities and Exchange Commission on November __, 1997

File No.                                          Commission file number: I-9418

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            CyberAmerica Corporation
             (Exact Name of Registrant as Specified in its Charter)

                    Nevada                               87-0509512
     (State or Other Jurisdiction of        (I.R.S. Employer Identification No.)
      Incorporation or Organization)

            268 West 400 South, Suite 300, Salt Lake City, Utah 84101
                    (Address of Principal Executive Offices)

           Written Compensation Contracts for Consultants and Advisors
                            (Full Title of the Plan)

        Joseph Alfano, 4180 Flamingo Crest Drive, Las Vegas, Nevada 89121
            (Name, Address, Including Zip Code, of Agent for Service)

Telephone number, including area code, of agent for service: (702) 794-0395

                         CALCULATION OF REGISTRATION FEE
===================================== ---------------- ---------------------- ----------------------- ================
Title of Securities to be             Amounts to be    Proposed Maximum       Proposed Maximum        Amount of
Registered                            Registered       Offering Price Per     Aggregate Offering      Registration
                                                       Share(1)               Price                   Fee
===================================== ================ ====================== ======================= ================
Common Stock, par value $0.001                130,000  $1.25                  $162,500                $49.24
===================================== ================ ====================== ======================= ================
(1)      Bona Fide estimate of maximum offering price solely for calculating the
         registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
         based on the  average bid and asked  price of the  registrant's  common
         stock as of November 4, 1997, a date within five business days prior to
         the date of filing of this registration statement.

         In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration  Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Plan described herein.
Cross-Reference Sheet Pursuant to Rule 404(a)

         Cross-reference  between  items of Part I of Form  S-8 and the  Section
10(a)  Prospectus  that  will be  delivered  to each  employee,  consultant,  or
director who participates in the Plan.

Registration Statement Item Numbers and Headings           Prospectus Heading

1.       Plan Information                               Section 10(a) Prospectus

2.       Registrant Information and                     Section 10(a) Prospectus
         Employee Plan Annual Information

                                     PART II
         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following  documents  filed by CyberAmerica  Corporation,  a Nevada
corporation,  (the "Company")  with the Securities and Exchange  Commission (the
"Commission") are hereby incorporated herein by reference:

         1.       The Company's Annual Report on Form 10-KSB for the fiscal year
                  ended December 31, 1996.

         2.       All reports filed by the Company with the Commission  pursuant
                  to  Section  13(a) or 15(d) of the  Exchange  Act of 1934,  as
                  amended (the "Exchange Act"), since the end of the fiscal year
                  ended December 31, 1996.

         3.       The description  and specimen  certificate of the Common Stock
                  contained in the Company's  Form S-18  Registration  Statement
                  filed on January 21, 1986 under the  Exchange  Act,  including
                  any amendment or report filed for the purpose of updating such
                  description.

         Prior  to the  filing,  if  any,  of a  post-effective  amendment  that
indicates that all securities  covered by this Registration  Statement have been
sold or that de-registers all such securities then remaining unsold, all reports
and other  documents  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c),  14,  or  15(d)  of  the  Exchange  Act  shall  be  deemed  to be
incorporated  by  reference  herein and to be a part hereof from the date of the
filing of such reports and documents.

Item 4.  Description of Securities

         The common  stock of the  Company  being  registered  pursuant  to this
registration statement is part of a class of securities registered under section
12 of the Exchange  Act. A  description  of such  securities is contained in the
Company's initial Form S-18 Registration  Statement filed with the Commission on
January  21,  1986,  and is  incorporated  herein by  reference.  (See  "Item 3.
Incorporation of Documents by Reference.")

Item 5. Interests of Named Experts and Counsel

         No  expert  is  named as  preparing  or  certifying  all or part of the
registration statement to which this prospectus pertains, and no counsel for the
Company  who is named in this  prospectus  as  having  given an  opinion  on the
validity of the securities  being offered hereby was hired on a contingent basis
or has or is to  receive,  in  connection  with  this  offering,  a  substantial
interest, direct or indirect, in the Company.
Item 6. Indemnification of Directors and Officers

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the  "Securities  Act"), may be permitted to members of
the board of directors,  officers, employees, or persons controlling the Company
pursuant to the immediately subsequent provisions, the Company has been informed
that in the opinion of the SEC such  indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

         The Company's Restated Articles of Incorporation,  specifically Article
Nine, however, eliminate the personal liability of the officers and directors to
shareholders  of the  corporation  for money damages to the extent  permitted by
Nevada Revised Statutes ("NRS") Section 78.037. NRS Section 78.037 provides that
a corporation may limit or eliminate officers' and directors' personal liability
for breach of fiduciary  duty so long as liability is not  eliminated or limited
for acts or  omissions  involving  intentional  misconduct,  fraud or a  knowing
violation of law or the payment of unlawful distributions.

         Section Eight of Article VI of the  Corporation's  Bylaws provides that
the  Corporation  shall  indemnify its officers and directors for any liability,
including reasonable costs of defense, arising out of any act or omission of any
officer or director on behalf of the  Corporation  to the fullest extent allowed
by the laws of the State of Nevada.

         In  actions,  proceedings  and suits  involving  an officer or director
because of their being or having been an officer or director, other than actions
by or in the right of the corporation, NRS Section 78.751 (the "Nevada Statute")
permits a  corporation  to indemnify  directors or officers  against  actual and
reasonable expenses, including attorneys fees, judgments, fines and amounts paid
in  settlement.  The Nevada  Statute  applies to actions,  proceedings  or suits
whether civil,  criminal,  administrative  or  arbitrative  in nature.  However,
unless a court directs  otherwise,  indemnification  is permissible  only if the
officer or director meets the applicable standard of conduct and indemnification
is proper  under the  circumstances.  In civil  cases,  the  standard of conduct
requires  the officer or director to act in good faith and in a manner he or she
reasonably  believes  to be in or not  opposed  to  the  best  interests  of the
corporation.  In criminal  cases,  an officer or director  meets the standard of
conduct if he has no reasonable  cause to believe his conduct was unlawful.  The
board  of  directors  acting  through  a  quorum  of  disinterested   directors,
independent  legal  counsel  designated  by  the  board  of  directors,  or  the
shareholders  shall  determine  whether  indemnification  is  proper  under  the
circumstances.  Termination  of  proceedings  by  judgment,  order,  settlement,
conviction or plea of no contest or its equivalent, does not of itself establish
a presumption that the officer or director did not meet the applicable  standard
of conduct.

         In actions by or in the right of the  corporation,  the corporation may
indemnify an officer or director  against  expenses  provided he  satisfies  the
applicable  standard of conduct.  However,  a  corporation  cannot  indemnify an
officer or director  adjudged liable to the  corporation on any claim,  issue or
matter  unless,  and to the  extent,  the  court  determines  that  despite  the
adjudication of liability, and in light of all the circumstances, the officer or
director is fairly and reasonably entitled to indemnity for expenses.

         In all  proceedings,  whether by or in the right of the  corporation or
otherwise, the Nevada Statute requires indemnification to the extent the officer
or  director  is  successful  on the  merits  or  otherwise  in  defense  of the
proceeding  or in  defense  of any  claim,  issue or  matter  therein.  A Nevada
corporation may provide, either in its articles, bylaws or agreements,  that the
corporation  shall pay the expenses on behalf of a director or officer  prior to
the final  disposition  of the action upon  receipt of an  undertaking  by or on
behalf  of  the  director  or  officer  to  repay  those  advancements  if it is
ultimately   determined  that  the  officer  or  director  is  not  entitled  to
indemnification.  The Nevada  Statute  does not  exclude  other  indemnification
rights to which a director  or officer  may be  entitled  under the  articles of
incorporation, the bylaws, an agreement, a vote of shareholders or disinterested
directors,  or  otherwise;  provided  that those rights  would not  indemnify an
officer or director  against a judgment or other final  adjudication  adverse to
the officer or director that  establishes  the  officer's or director's  acts or
omissions involved intentional  misconduct,  fraud or known violation of the law
and were material to the cause of action.

         The foregoing  discussion of indemnification  merely summarizes certain
aspects of  indemnification  provisions  and is limited by  reference to the NRS
Section  78.751,  Article  Nine,  Section  VI of the  Corporation's  Bylaws,  as
amended, and Article Nine of the Company's Restated Articles of Incorporation.
Item 7.   Exemption from Registration Claimed

         No restricted securities are being reoffered or resold pursuant to this
registration statement.

Item 8. Exhibits.

         The exhibits are attached to this Registration  Statement are listed in
the Exhibit Index, found on page 7.

Item 9.  Undertakings

(a)      The undersigned registrant hereby undertakes:

         (1)      To file,  during any period in which offers or sales are being
                  made,  a   post-effective   amendment  to  this   Registration
                  Statement to include any material  information with respect to
                  the  plan of  distribution  not  previously  disclosed  in the
                  Registration   Statement  or  any  material   change  to  such
                  information in the Registration Statement.

         (2)      To treat,  for the purpose of determining  any liability under
                  the Securities Act of 1933, each such post-effective amendment
                  as a new  registration  statement  relating to the  securities
                  offered  therein,  and the offering of such securities at that
                  time  shall be deemed  to be the  initial  bona fide  offering
                  thereof.

         (3)      To  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.

(b)      The  undersigned  registrant  hereby  undertakes  that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the registrant's  annual report pursuant to Section 13(a) or Section
         15(d) of the Securities  Exchange Act of 1934 (and,  where  applicable,
         each filing of an employee  benefit  plan's annual  report  pursuant to
         Section  15(d)  of  the  Securities  Exchange  Act  of  1934)  that  is
         incorporated  by  reference  in this  Registration  Statement  shall be
         deemed to be a new  registration  statement  relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.

(c)      Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted  to  directors,  officers and  controlling
         persons of the  registrant  pursuant to the  foregoing  provisions,  or
         otherwise,  the  registrant has been advised that in the opinion of the
         Securities  and Exchange  Commission  such  indemnification  is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification  against such liabilities
         (other than the payment by the registrant of expenses  incurred or paid
         by a director,  officer or controlling  person of the registrant in the
         successful  defense of any action,  suit or  proceeding) is asserted by
         such  director,  officer or controlling  person in connection  with the
         securities being registered, the registrant will, unless in the opinion
         of its counsel the matter has been  settled by  controlling  precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification  by it is against public policy as expressed in the Act
         and will be governed by the final adjudication of such issue.

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Salt Lake City,  State of Utah,  on  November  5,
1997.

                                                CyberAmerica Corporation

                                                By /s/Richard D. Surber
                                                Richard D. Surber, as President

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and  appoints  Richard  D.  Surber,  with  power of
substitution,  as his attorney-in-fact  for him, in all capacities,  to sign any
amendments to this  registration  statement and to file the same,  with exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange   Commission,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact or his substitutes may do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

Signature              Title                                        Date

/s/Richard Surber      President, Chief Executive Officer,     November 5, 1997
Richard Surber         Secretary and Director

/s/Adrienne Bernstein   Director                               November 5, 1997
Adrienne Bernstein

/s/Philip Lamb          Director                               November 5,  1997
Philip Lamb

/s/Wayne Newton         Controller                             November 5, 1997
Wayne Newton
As filed with the Securities and Exchange Commission on November __, 1997

File No. 33-

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                            CyberAmerica Corporation
                             (A Nevada corporation)
INDEX TO EXHIBITS

                                      
Exhibits  SEC Ref. No.                         Description of Exhibit   
  
  A         4(a)                       Consulting   Agreement  executed  by  and
                                       between  the  Company  and A.R.  Fortune,
                                       Inc., dated November 1, 1997.

  B         4(a)                       Consulting   Agreement  executed  by  and
                                       between the Company and Proctor  Company,
                                       Inc., dated November 1, 1997.

  C          5,23(b)                   Opinion and consent of Counsel with
                                       respect to the  legality of the  issuance
                                       of securities being issued

  D         23(a)                      Consent of Accountant