Stone Canyon Resources Ltd – ‘SC 13D’ on 3/24/00 re: Australian Oil & Gas Corp

On:  Friday, 3/24/00   ·   Accession #:  1019631-0-3   ·   File #:  5-58751

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              5±    23K 

Document Table of Contents

    SECURITIES AND EXCHANGE COMMISSION
      WASHINGTON, D.C. 20549
        SCHEDULE 13D
         Under the Securities Exchange Act of 1934

        Synergy Technologies Corporation
        (Name of Issuer)

       Common stock, par value $ 0.002 per share
      (Title of Class of Securities)

     87-160K7108
    (CUSIP Number)

  STONE CANYON RESOURCES, LTD.
   335 25th Street, S.E.
  Calgary, Alberta T2A 7H8
      (888) 378-6633
(Name, Address and Telephone Number of Person Authorized
        to Receive Notices and Communications)

September 4, 1999     
  ------------------------------------------------------
 (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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),   
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 Section              
240.13d-7(b) for other parties to  whom copies are to be sent.                  

*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).                                                                         

CUSIP No. 87-160K7108                                                           

(1)  Name of Reporting Person S.S. or I.R.S. Identification Nos. of Above Person

Stone Canyon Resources, Ltd.                          

(2)  Check the Appropriate Box if a Member of a Group                           
(a)  [   ]                            
(b)  [X]                              

(3)  SEC Use Only                                                               

(4)  Source of Funds                                                            

WC                                                              

(5)  Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)                                                                         
[   ]                                       

(6)  Citizenship or Place of Organization                                       

Province of Alberta, Canada                                   

Number of                         (7)   Sole Voting Power          1,466,855    
Shares Beneficially               ___________________________________           
                              (8)   Shared Voting Power                0
Owned by                          ____________________________________          
Each Reporting                    (9)   Sole Dispositive Power    466,855       
Person                            ____________________________________          
With                              (10) Shared Dispositive Power        0        

(11) Aggregate Amount Beneficially Owned by Each Reporting Person               

1,466,855                                       

(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares          
[   ]                                           

(13) Percent of Class Represented by Amount in Row (11)                         

5.88%                                       

(14) Type of Reporting Person (See Instructions)   CO                           

ITEM 1.   SECURITY AND ISSUER                                                   

           The class of securities to which this statement relates is common
stock, par value $0.002 per share (the "Common Stock"), of Synergy Technologies 
Corporation, a Colorado corporation ("Synergy Technologies").  The  address of  
the  principal executive offices of the Registrant is 335 25th Avenue, S.E.,    
Calgary, Alberta  T2A 7H8.                                                      

ITEM 2.   IDENTITY AND BACKGROUND                                               

             This statement is filed by Stone Canyon Resources, Ltd, an Alberta,
Canada  corporation ("Stone Canyon Canada").  The business address of Stone     
Canyon  Canada is 335 25th S.E., Calgary, Alberta, Canada T2A 7H8. Stone        
Canyon Canada  is in the business of acquiring, exploring and developing oil and
gas resources in  North America.                                                

      During the last five years, neither Stone Canyon Canada nor any of its
officers, directors or principal shareholders have been: (i) been convicted in  
any criminal proceeding (excluding traffic violations or similar misdemeanors)  
or (ii) been  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.                       

ITEM 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION                     

    See Item 4, Purpose of Transaction, and Item 6, Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer.       

ITEM 4.   PURPOSE OF TRANSACTION                                                

On November 24, 1997, Stone Canyon Resources, Inc., a Colorado      
corporation, ("Stone Canyon Colorado"), was acquired by Synergy Technologies    
(which at that time was operating under the name of Automated Transfer Systems, 
Inc.).  Pursuant to an Agreement and Plan of Exchange, dated on or about        
November  24, 1997 by and between Synergy Technologies, Stone Canyon            
Colorado and Stone  Canyon Canada, (the "Exchange Agreement" which is further   
described in the  Registrant's Registration Statement on Form 10-SB             
(Registration No. 000-26721), as  amended, filed with the Securities and        
Exchange Commission on August 17, 1999  ("the Registration Statement"), all of  
the issued and outstanding shares of Stone  Canyon Colorado (which was          
2,901,007) were exchanged for shares of Synergy  Technologies on a one-for-one  
basis.  As a result, Stone Canyon Canada, which was  a shareholder of Stone     
Canyon Colorado, acquired 1,000 shares of Synergy  Technologies.  Also, as part 
of this transaction, Synergy Technologies issued  4,538,162 shares of its common
stock to Stone Canyon Canada to settle a debt of  $453,916 owed by Stone Canyon 
Colorado to Stone Canyon Canada.  Stone Canyon  Canada's initial beneficial     
ownership of shares of the Registrant was therefore  4,539,612.                 

     Prior to September 9, 1999, the Registrant was not subject to the reporting
requirements of the Securities Exchange Act of 1934 and thus Stone Canyon       
Canada  was not required to report such acquisition at that time.  Since then,  
but prior to  September 9, 1999, Stone Canyon Canada sold 2,559,257 shares of   
the Registrant's  common stock through both private transactions and            
transactions effected through  the market.  It also purchased a certain number  
of shares.  As of September 9, 1999,  Stone Canyon Canada beneficially owned    
1,980,355 shares.                                                               

In August and September 1999, Stone Canyon sold 174,000 shares in a     
private transaction.  During the month of December 1999, Stone Canyon sold      
209,500 shares in market transactions.                                          

During the last sixty (60) days, Stone Canyon Canada effected sales of  
60,000  shares of the Common Stock in public market transactions on the dates,  
in the  amounts and at the per share prices set forth below:                    

       Date           Number of Shares         Price Per Share
    February 15         48,500                     $2.00
    February 16         11,000                     $2.00
    February 18            500                     $2.00

 Stone Canyon Canada will review on a continuous basis its investment in
the Common Stock and Synergy's business affairs and financial condition, as well
as conditions in the securities markets and general economic and industry       
conditions.  Stone Canyon Canada may in the future take such actions in respect 
of its investment  in the Common Stock as it deems appropriate in light of the  
circumstances existing  from time to time.  Currently, these actions include    
continuing to hold the shares it  now beneficially owns or disposing of shares. 
Such dispositions could be effected in  private transactions, through a public  
offering or, upon compliance with the rules  under the Securities Act of 1933,  
(the "Securities Act"), in the open market.  Additionally, it is possible that  
Stone Canyon Canada could seek to acquire additional  shares, although it has no
current plans to do so.  Any acquisition of shares could be  effected in the    
open market, in privately negotiated transactions, or otherwise.  Any  sales,   
purchases or transfers or other actions described herein may be made at any     
time without further prior notice.  In reaching any conclusion as to the        
foregoing  matters, Stone Canyon Canada may take into consideration various     
factors, such as  Synergy Technologies' business and prospects, other           
developments concerning  Synergy Technologies, its own obligations, cash and    
financial resources and needs, its  investment goals and other business         
opportunities available to Stone Canyon Canada,  developments with respect to   
its business, general economic conditions, the market  price for shares of      
Common Stock and stock market conditions.                                       

   Except as set forth in Item 6, Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer, Stone Canyon Canada has 
no  present plans or proposals which relate to or would result in any of the    
actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.   

ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER                                  

Stone Canyon Canada may be deemed to be the beneficial owner of an    
aggregate of 1,466,855 shares of Common Stock (approximately 5.88% of the       
approximately 24,936,327 shares outstanding, determined by reference to the     
24,936,327 shares of Common Stock outstanding as set forth on the Registrant's  
Quarterly Report on Form 10-QSB for the period ending on September 30, 1999     
filed  with the Securities and Exchange Commission on November 16, 1999).       

However, Stone Canyon Canada disclaims any beneficial interest,       
dispositive  power or voting power of certain of such shares.  (See Item 6,     
"Contracts,  Arrangements, Understandings or Relationships with Respect to      
Securities of the  Issuer".)                                                    

ITEM 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH         
RESPECT TO SECURITIES OF THE ISSUER                         

Except as described in this statement or in the documents referred to 
herein,  there are no contracts, arrangements, understandings or relationships  
(legal or  otherwise) between Stone Canyon Canada and any person with respect to
any securities of the Registrant.                                               

On May 5, 1998, Stone Canyon Canada, the Registrant, Carbon Resources 
Limited and Laxarco Holding Limited entered into a share exchange agreement     
(the  "Share Exchange Agreement") (a copy of which is attached hereto as Exhibit
B by  incorporation by reference to the Registration Statement) whereby the     
Registrant  acquired 75% of Carbon Resources Limited in exchange for            
10,000,000 shares of the  Registrant.  Under the terms of that agreement, Stone 
Canyon Canada granted to  certain shareholders of Laxarco Holding Limited an    
option to acquire up to  3,000,000 shares of the Common Stock owned by Stone    
Canyon Canada.  The  option holders exercised their rights to acquire 2,000,000 
of these shares on or about  May 21, 1998.  The remaining shares are still      
subject to the aforementioned option,  which must be exercised within thirty    
(30) days from completion of phase one  development of the technology, which is 
defined in the Share Exchange Agreement as  successful completion of a 4bbl per 
day pilot unit that incorporates the Syngen  technology and the Fischer-Tropsch 
technology.                                                                     

    The 3,000,000 shares that are or were subject to the option are subject to
repurchase by Stone Canyon in the event that the Registrant or Carbon Resources 
Limited fails to fulfill the terms of the Share Exchange Agreement.  At this    
point in time, Stone Canyon Canada has no reason to believe that either of such 
parties have  not fulfilled their respective obligations under the Share        
Exchange Agreement.                                                             

ITEM 7.   MATERIALS TO BE FILED AS EXHIBITS                                     

    EXHIBIT A - Articles of Exchange by and between Synergy Technologies
Corporation and Stone Canyon Resources, Ltd. (incorporated herein by reference  
to  Exhibit 2.2 attached to the Registrant's Registration Statement on Form     
10-SB (Registration No. 000-26721), as amended.)                                

EXHIBIT B - Share Exchange Agreement by and between Synergy     
Technologies Corporation, Stone Canyon Colorado and Stone Canyon Canada         
dated  May 5, 1998 (incorporated by reference to the Registrant's Registration  
Statement on  Form 10-SB (Registration No. 000-26721), as amended.)             

   After reasonable inquiry and to the best of his knowledge and belief, the
undersigned  certifies that the information set forth in this statement is true,
complete and correct.                                                           

Date: February 24, 2000                                                         

STONE CANYON RESOURCES LTD.,                                                    
an Alberta corporation                                                          

By:/s/JACQUELINE DANFORTH                                                       
----------------------------------------                                        
Name: Jacqueline Danforth                                                       
Title: Director and Secretary/Treasurer                                         

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D’ Filing		Date		Other Filings
Filed on:		3/24/00
		2/24/00
		11/16/99		10QSB
		9/30/99		10QSB,  NT 10-Q
		9/9/99
		9/4/99
		8/17/99		10SB12G/A
		5/21/98
		5/5/98
		11/24/97
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