As filed with the Securities and Exchange Commission on September 18, 2000

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
 incorporation or organization)                            Identification No.)

            268 West 400 South, Suite 300, Salt Lake City, Utah 84101
            ---------------------------------------------------------
                    (Address of principal executive offices)

               2000 Stock Option Plan of CyberAmerica Corporation
               --------------------------------------------------
                            (Full title of the plan)


       LaVonne Frost, 711 S. Carson Street, Suite 1, Carson City, NV 89701
       -------------------------------------------------------------------
           (Name, address, including zip code, of agent for service)

Telephone number, including area code, of agent for service:  (775) 883-5755
                                                              --------------

                                          CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

     Title of Securities to be          Amounts          Proposed Maximum            Proposed Maximum           Amount of
            Registered                   to be          Offering Price Per          Aggregate Offering         Registration
                                       Registered            Share(1)                      Price                   Fee
<S>                                <C>              <C>                        <C>                         <C>
================================== ================= ========================   ==========================  ==================
Common Stock, issuable upon             500,000              $1.3125                    $656,250                 $173.25
exercise of Options
=================================== ================ =========================  =========================== ==================
</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 September 12, 2000, 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.


                                        1

<PAGE>




               2000 Stock Option Plan of CyberAmerica Corporation
                  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 by reference:

     1.   The  Company's  Annual Report on Form 10-KSB for the fiscal year ended
          December 31, 1999.

     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,
          1999.

     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.")




                                        2

<PAGE>



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 Eight,
however,  eliminate  the personal  liability  of the  officers and  directors to
shareholders  or 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 Company's  Bylaws  provides that the Company
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  attorney  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  Company.  In
criminal cases, an officer or director meets the standard of conduct if they had
no  reasonable  cause to believe his or her 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  Company,  the  Company  may  indemnify  an
officer or director against expenses provided he or she satisfies the applicable
standard  of  conduct.  However,  the  Company  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.


                                        3

<PAGE>



In all proceedings,  whether by or in the right of the Company 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 VI, Section 8 of the Company's Bylaws, as amended,  and Article
Eight of the Company's Restated Articles of Incorporation.

Item 7.   Exemption from Registration Claimed

No  restricted  securities  are  being  re-offered  or resold  pursuant  to this
registration statement.

Item 8. Exhibits.

The exhibits attached to this  Registration  Statement are listed in the Exhibit
Index, which is found on page 8.

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.


                                        4

<PAGE>





(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.







                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]


                                        5

<PAGE>



                                   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 September 8, 2000.

                          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 D. Surber           President, CEO and Director  September 8, 2000
----------------------------
Richard D. Surber


/s/  Edwin Haidenthaller         Chief Financial Officer      September 8, 2000
----------------------------
Edwin Haidenthaller


/s/  Adrienne Bernstein          Director                     September 8, 2000
----------------------------
Adrienne Bernstein


/s/  Gerald Einhorn              Director                     September 8, 2000
----------------------------
Gerald Einhorn


/s/  Nathan Henin                Director                     September 8, 2000
----------------------------
Nathan Henin


/s/  John E. Fry, Jr.            Director                     September 8, 2000
----------------------------
John E. Fry, Jr.


                                                         6

<PAGE>



As filed with the Securities and Exchange Commission on September 8, 2000

File No.  I-9418


                       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)



















                                        7

<PAGE>







                                INDEX TO EXHIBITS



Exhibits SEC Ref. No.      Description of Exhibit                          Pages
-------- ------------      ----------------------                          -----
A             4            2000 Stock Option Plan of the Company               9

B          5, 23(b)        Opinion and consent of Counsel with respect
                           to the legality of the issuance of securities
                           being issued                                       13

C           23(a)          Consent of Accountant                              16












                                        8
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{"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": "333-46052", "film-number": "724792"}, "business-address": {"street1": "268 W 400 S STE 300", "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 September 18, 2000

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
 incorporation or organization)                            Identification No.)

            268 West 400 South, Suite 300, Salt Lake City, Utah 84101
            ---------------------------------------------------------
                    (Address of principal executive offices)

               2000 Stock Option Plan of CyberAmerica Corporation
               --------------------------------------------------
                            (Full title of the plan)

       LaVonne Frost, 711 S. Carson Street, Suite 1, Carson City, NV 89701
       -------------------------------------------------------------------
           (Name, address, including zip code, of agent for service)

Telephone number, including area code, of agent for service:  (775) 883-5755
                                                              --------------

                                          CALCULATION OF REGISTRATION FEE
Title of Securities to be          Amounts          Proposed Maximum            Proposed Maximum           Amount of
            Registered                   to be          Offering Price Per          Aggregate Offering         Registration
                                       Registered            Share(1)                      Price                   Fee
================================== ================= ========================   ==========================  ==================
Common Stock, issuable upon             500,000              $1.3125                    $656,250                 $173.25
exercise of Options
=================================== ================ =========================  =========================== ==================
(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 September 12, 2000, 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.

                                        1
2000 Stock Option Plan of CyberAmerica Corporation
                  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 by reference:

     1.   The  Company's  Annual Report on Form 10-KSB for the fiscal year ended
          December 31, 1999.

     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,
          1999.

     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.")

                                        2
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 Eight,
however,  eliminate  the personal  liability  of the  officers and  directors to
shareholders  or 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 Company's  Bylaws  provides that the Company
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  attorney  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  Company.  In
criminal cases, an officer or director meets the standard of conduct if they had
no  reasonable  cause to believe his or her 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  Company,  the  Company  may  indemnify  an
officer or director against expenses provided he or she satisfies the applicable
standard  of  conduct.  However,  the  Company  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.

                                        3
In all proceedings,  whether by or in the right of the Company 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 VI, Section 8 of the Company's Bylaws, as amended,  and Article
Eight of the Company's Restated Articles of Incorporation.

Item 7.   Exemption from Registration Claimed

No  restricted  securities  are  being  re-offered  or resold  pursuant  to this
registration statement.

Item 8. Exhibits.

The exhibits attached to this  Registration  Statement are listed in the Exhibit
Index, which is found on page 8.

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.

                                        4
(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.

                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]

                                        5
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 September 8, 2000.

                          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 D. Surber           President, CEO and Director  September 8, 2000
----------------------------
Richard D. Surber

/s/  Edwin Haidenthaller         Chief Financial Officer      September 8, 2000
----------------------------
Edwin Haidenthaller

/s/  Adrienne Bernstein          Director                     September 8, 2000
----------------------------
Adrienne Bernstein

/s/  Gerald Einhorn              Director                     September 8, 2000
----------------------------
Gerald Einhorn

/s/  Nathan Henin                Director                     September 8, 2000
----------------------------
Nathan Henin

/s/  John E. Fry, Jr.            Director                     September 8, 2000
----------------------------
John E. Fry, Jr.

                                                         6
As filed with the Securities and Exchange Commission on September 8, 2000

File No.  I-9418

                       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)

                                        7
INDEX TO EXHIBITS

Exhibits SEC Ref. No.      Description of Exhibit                          Pages
-------- ------------      ----------------------                          -----
A             4            2000 Stock Option Plan of the Company               9

B          5, 23(b)        Opinion and consent of Counsel with respect
                           to the legality of the issuance of securities
                           being issued                                       13

C           23(a)          Consent of Accountant                              16

                                        8