-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Eag1NEbvU3kEc/hHPSjMyJku8nMvFfJlQYnUVZzjrykXT9ujkkv5b0tRBJOfHwmT HvK6gM3M2b+sWq/YrWNVPA== 0001070544-00-000074.txt : 20000320 0001070544-00-000074.hdr.sgml : 20000320 ACCESSION NUMBER: 0001070544-00-000074 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000317 GROUP MEMBERS: CANTON FINANCIAL SERVICES CORP. GROUP MEMBERS: CYBERAMERICA CORPORATION GROUP MEMBERS: HUDSON CONSULTING GROUP INC GROUP MEMBERS: OASIS INTERNATIONAL HOTEL & CASINO, INC. GROUP MEMBERS: RICHARD D. SURBER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KELLYS COFFEE GROUP INC CENTRAL INDEX KEY: 0000833209 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 841062062 STATE OF INCORPORATION: CO FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-56479 FILM NUMBER: 572032 BUSINESS ADDRESS: STREET 1: 268 WEST 400 SOUTH STREET 2: STE 300 CITY: SALT LAKE CITY STATE: UT ZIP: 84101 BUSINESS PHONE: 3037721784 MAIL ADDRESS: STREET 1: 268 WEST 400 SOUTH STREET 2: STE 300 CITY: SALT LAKE CITY STATE: UT ZIP: 84101 FORMER COMPANY: FORMER CONFORMED NAME: GREAT EARTH VITAMIN GROUP INC DATE OF NAME CHANGE: 19940107 FORMER COMPANY: FORMER CONFORMED NAME: WELCOM CAPITAL INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: LEGACY CAPITAL CORPORATION INC DATE OF NAME CHANGE: 19900904 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HUDSON CONSULTING GROUP INC CENTRAL INDEX KEY: 0001070544 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 880357551 STATE OF INCORPORATION: NV FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 268 WEST 400 SOUTH, SUITE 300 CITY: SALT LAKE CITY STATE: UT ZIP: 84101 BUSINESS PHONE: 8015758073 MAIL ADDRESS: STREET 1: 268 W 400 SOUTH STREET 2: SUITE 300 CITY: SALT LAKE CITY STATE: UT ZIP: 84401 SC 13D/A 1 SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 Kelly's Coffee Group, Inc. -------------------------- (Name of Issuer) Common Stock, par value $0.001 ------------------------------ (Title of Class of Securities) 488159-10-4 ----------- (CUSIP Number) Richard D. Surber, 268 West 400 South, Salt Lake City, Utah 84101 (801) 575-8073 -------------------- (Name, address and telephone number of person authorized to receive notices and communications) March 1, 2000 ------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13A, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ( ). -1- SCHEDULE 13D CUSIP No. 488159 10 4 1) NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Hudson Consulting Group, Inc. ("Hudson") 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) ( X) (B) ( ) 3) SEC USE ONLY 4) SOURCE OF FUNDS WC 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E). [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION Hudson does business in the State of Utah and is incorporated in the State of Nevada. 7) SOLE VOTING POWER 5,296,170 NUMBER OF SHARES BENEFICIALLY 8) SHARED VOTING POWER 0 OWNED BY EACH REPORTING 9) SOLE DISPOSITIVE POWER 5,296,170 PERSON WITH 10) SHARED DISPOSITIVE POWER 0 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Hudson Consulting Group, Inc. 5,296,170 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.2% 14) TYPE OF REPORTING PERSON CO -2- SCHEDULE 13D CUSIP No. 488159 10 4 1) NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Richard D. Surber 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) ( X) (B) ( ) 3) SEC USE ONLY 4) SOURCE OF FUNDS OO 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E). [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION Mr. Surber is a United States Citizen 7) SOLE VOTING POWER 8,250,000 NUMBER OF SHARES BENEFICIALLY 8) SHARED VOTING POWER 12,401,170 OWNED BY EACH REPORTING 9) SOLE DISPOSITIVE POWER 8,250,000 PERSON WITH 10) SHARED DISPOSITIVE POWER 12,401,170 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,651,170 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40% 14) TYPE OF REPORTING PERSON IN -3- SCHEDULE 13D CUSIP No. 488159 10 4 1) NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CyberAmerica Corporation ("Cyber") 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) ( X) (B) ( ) 3) SEC USE ONLY 4) SOURCE OF FUNDS WC 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E). [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION Cyber does business in the State of Utah and is incorporated in the State of Nevada. 7) SOLE VOTING POWER 605,000 NUMBER OF SHARES BENEFICIALLY 8) SHARED VOTING POWER 11,796,170 OWNED BY EACH REPORTING 9) SOLE DISPOSITIVE POWER 605,000 PERSON WITH 10) SHARED DISPOSITIVE POWER 11,796,170 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON CyberAmerica Corporation - 12,401,170 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 24% 14) TYPE OF REPORTING PERSON CO -4- SCHEDULE 13D CUSIP No. 488159 10 4 1) NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Oasis International Hotel & Casino, Inc. ("Oasis") 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) ( X) (B) ( ) 3) SEC USE ONLY 4) SOURCE OF FUNDS WC 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E). [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION Oasis does business in the State of Utah and is incorporated in the State of Nevada. 7) SOLE VOTING POWER 6,500,000 NUMBER OF SHARES BENEFICIALLY 8) SHARED VOTING POWER 0 OWNED BY EACH REPORTING 9) SOLE DISPOSITIVE POWER 6,500,000 PERSON WITH 10) SHARED DISPOSITIVE POWER 0 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Oasis International Hotel & Casino - 6,500,000 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.6% 14) TYPE OF REPORTING PERSON CO -5- SCHEDULE 13D CUSIP No. 488159 10 4 1) NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Canton Financial Services Corp. ("CFS") 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) ( X) (B) ( ) 3) SEC USE ONLY 4) SOURCE OF FUNDS WC 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E). [ ] 6) CITIZENSHIP OR PLACE OF ORGANIZATION Canton does business in the State of Utah and is incorporated in the State of Nevada. 7) SOLE VOTING POWER 0 NUMBER OF SHARES BENEFICIALLY 8) SHARED VOTING POWER 0 OWNED BY EACH REPORTING 9) SOLE DISPOSITIVE POWER 0 PERSON WITH 10) SHARED DISPOSITIVE POWER 0 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Canton Financial Services Corp.0 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14) TYPE OF REPORTING PERSON CO -6- Item 1. Security and Issuer This schedule relates to common stock, par value $0.001 per share, of Kelly's Coffee Group, Inc. ("Common Stock"). Kelly's Coffee Group, Inc.. ("Kelly's") is a Colorado corporation with principal offices at 268 West 400 South, Salt Lake City, Utah 84101. Item 2. Identity and Background (a) This schedule is filed by Richard Surber, an individual ("Surber"), Hudson Consulting Group, Inc., a Nevada corporation ("Hudson"), CyberAmerica Corporation , a Nevada corporation ("Cyber"), Oasis International Hotel & Casino, Inc., a Nevada corporation ("Oasis") and Canton Financial Services Corporation , a Nevada corporation ("CFS"), (b) The business address for Surber, Hudson, Cyber, Oasis and CFS is 268 West 400 South, Salt Lake City, Utah 84101. (c) (i) The principal business of Hudson is providing financial and business consulting services. (ii) The principal business of Cyber is real estate investment and financial consulting by virtue of its status as a holding company. (iii) The principal business of Oasis is the development of real estate. (iv) The principal business of CFS is providing financial consulting and business consulting services. (v) Surber is a licensed attorney. He is employed by CFS. (d) Neither Surber, Hudson, Cyber, Oasis nor CFS have been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) during the last five years. (e) During the last five years neither Surber, Hudson, Cyber, Oasis nor CFS has been a party to a civil proceeding that resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws of finding any violation with respect to such laws. (f) Hudson, Cyber, Oasis and CFS are Nevada corporations. Surber is a United States Citizen. Item 3. Source and Amount of Funds or Other Consideration Hudson Hudson acquired 2,000,000 shares of Kelly's for consulting services on August 12, 1998 from Kelly's. On June 23, 1999, Hudson acquired an additional 3,842,570 shares pursuant to a Stock Purchase Agreement ("Agreement") between Hudson and Terrence Butler for $40,000 cash. Hudson purchased 30,000 shares on the open market on August 7, 1999 at a price of $0.04 per share. Hudson currently owns 5,296,170 shares of Kelly's. Cyber Cyber received 605,000 of Kelly's common stock on August 25, 1997 for services rendered by Cyber. A total of 11,401,170 shares are attributed beneficially to Cyber and are owned as follows: as -7- owner of Hudson Consulting Group, Inc.("Hudson"),Cyber has beneficial ownership of the 5,296,170 shares which are currently owned by Hudson, which shares remain from shares which were originally acquired by Hudson in three transactions. Two million (2,000,000) shares were acquired on August, 12, 1998 for consulting services, 3,842,570 additional shares were acquired pursuant to a stock purchase agreement between Hudson and Terrence Butler for $40,000 cash on June 23, 1999, and thirty thousand (30,000) shares were purchased on the open market on August 7, 1999 at a price of $0.04 per share. As owner of Oasis International Hotel & Casino, Inc. ("Oasis"), Cyber has beneficial ownership of 6,500,000 shares which were acquired by and are currently owned by Oasis in full satisfaction for mortgage payments totaling $170,000 owed to it by Oasis Resorts International, Inc. (fka Flexweight Corporation). Oasis Resorts International, Inc. acquired the Kelly's shares in exchange for shares of Oasis Resorts International, Inc. shares of common stock. As owner of Canton Financial Services Corp. ("CFS"), Cyber has beneficial ownership of no shares, because the shares previously owned by CFS have all been sold. Cyber has no legal ownership interest in the aforesaid shares, the beneficial ownership of which is attributed to it because of its ownership of Hudson, CFS, and Oasis. Oasis Oasis received a total of 6,500,000 shares of Kelly's common stock as satisfaction for mortgage payments totaling $170,000 owed to it by Oasis Resorts International, Inc. (f.k.a. Flexweight Corporation) Oasis Resorts International, Inc. acquired the Kelly's shares in exchange for shares of Oasis Resorts International, Inc. shares of common stock. CFS CFS acquired 1,150,000 shares of Kelly's common stock on August 1, 1997 for consulting services rendered by CFS pursuant to a Consulting Agreement. CFS has sold said shares and currently owns no shares of Kelly's. Surber Richard Surber acquired 8,000,000 Kelly's shares for investment purposes on November 1, 1999 for services rendered to the Company as its president pursuant to an employee benefit plan. He received an additional 250,000 shares on February 28, 2000 for services as president of the Company. A total of 20,651,170 shares are attributed beneficially to Surber and are owned as follows: as President of Hudson Consulting Group, Inc.("Hudson"), Surber has beneficial ownership of the 5,296,170 shares which are currently owned by Hudson, which shares remain from shares which were originally acquired by Hudson in three transactions. Two million (2,000,000) shares were acquired on August, 12, 1998 for consulting services, 3,842,570 additional shares were acquired pursuant to a stock purchase agreement between Hudson and Terrence Butler for $40,000 cash on June 23, 1999, and thirty thousand (30,000) shares were purchased on the open market on August 7, 1999 at a price of $0.04 per share. As President of CyberAmerica Corporation ("Cyber"), Surber has beneficial ownership of 605,000 shares which were acquired by Cyber on August 25, 1997 for services rendered by Cyber, and are currently owned by Cyber. As President of Oasis International Hotel & Casino, Inc. ("Oasis"), Surber has beneficial ownership of 6,500,000 shares which were acquired by and are currently owned by Oasis in full satisfaction for mortgage payments totaling $170,000 owed to it by Oasis Resorts International, Inc. (fka Flexweight Corporation). Oasis Resorts International, Inc. acquired the Kelly's shares in exchange for shares of Oasis Resorts International, Inc. shares of common stock. As President of Canton Financial Services Corp. -8- ("CFS"), Surber has beneficial ownership of no shares, because the shares previously owned by CFS have all been sold. Surber has no legal ownership interest in the aforesaid shares, the beneficial ownership of which is attributed to him because of his position as President of Hudson, Cyber, and Oasis. Item 4. Purpose of Transaction The following discussion states the purpose or purposes of the acquisition of securities of the issuer and describes any plans or proposals resulting in material transactions with Kelly's. Hudson Hudson is a financial consulting firm that specializes in assisting private companies in becoming public companies, in debt settlement and other business related services. Hudson plans to assist Kelly's in the preparation of its Securities Exchange Act filing, settling debt, and finding a suitable merger or acquisition candidate for Kelly's. Accordingly, Hudson will be retained by Kelly's to further the above goals. After Hudson finds a suitable merger or acquisition candidate, Hudson will either retain a portion of its shareholdings in Kelly's or will liquidate its holdings depending upon the rate of return Hudson can obtain. Kelly's former board of directors has elected Richard Surber to the board of directors of Kelly's and have resigned effective May 6, 1999. Richard Surber is also the president and a director of Hudson, Cyber, Oasis and CFS. Kelly's currently has no operations. Cyber Cyber acquired its shares in Kelly's for investment purposes. Cyber is a holding company and owns a controlling interest in Hudson, Oasis, and CFS. Cyber is in the business of real estate investment and financial consulting. Oasis Oasis acquired its shares in Kelly's for the purpose of receiving payment under a note owed to it by Oasis Resorts International, Inc. or for investment purposes. CFS CFS acquired the shares in lieu of cash for payment for services rendered to Kelly's and for investment purposes. Surber Surber obtained his Kelly's shares for investment purposes and has no current plans to purchase additional shares or to dispose of any of his shares in Kelly's. Surber is not aware of any immediate plans or proposals, which would involve any extraordinary corporate transaction, involve any sale or transfer of a material amount of the corporation's assets, a change in the directors or management of the corporation or change its capitalization or dividend policies, involve a change in the corporation's business or corporate structure or change its charter or by-laws or the status of the common stock of the corporation. However, Kelly's is currently a shell company whose purpose will be to acquire operations through an acquisition or -9- merger. Surber will be involved in the attempts of Kelly's to identify and acquire a favorable business opportunity. Kelly's has reviewed and evaluated a number of business ventures for possible acquisition or participation by the Company and will continue to do so. The Company has not entered into any agreement, nor does it have any commitment or understanding to enter into or become engaged in a transaction as of the date of this filing. Surber will continue to be involved in the attempts of Kelly's to investigate, review, and evaluate business opportunities as they become available and assist in helping Kelly's to acquire or become engaged in business opportunities at such time as specific opportunities are warranted and may become available. Item 5. Interest in Securities of the Issuer (a) (i) The aggregate number of the class of securities, identified pursuant to Item 1, beneficially owned by Hudson is 5,296,170. The percentage of the class of securities, identified pursuant to Item 1, beneficially owned by Hudson is 10.2%. (ii)The aggregate number of the class of securities, identified pursuant to Item 1, beneficially owned by Cyber is12,401,170. The percentage of the class of securities, identified pursuant to Item 1, beneficially owned by Cyber is 24%. (iii)The aggregate number of the class of securities, identified pursuant to Item 1, beneficially owned by Oasis is 6,500,000. The percentage of the class of securities, identified pursuant to Item 1, beneficially owned by Oasis is12.6%. (iv)The aggregate number of the class of securities, identified pursuant to Item 1, beneficially owned by CFS is 0. The percentage of the class of securities, identified pursuant to Item 1, beneficially owned by CFS is 0%. (v) The aggregate number of the class of securities, identified pursuant to Item 1, beneficially owned by Surber is 20,651,170 The percentage of the class of securities, identified pursuant to Item 1, beneficially owned by Surber is 40%. (b) (i) For Hudson the number of shares as to which there is sole power to vote or to direct the vote is 5,296,170, the number of shares with the shared power to vote or to direct the vote is 0, the number of shares with the sole power to dispose or to direct the disposition is 5,296,170, the number of shares with shared power to dispose or to direct the disposition is 0. The principal business of Hudson is providing financial and business consulting services. (ii) For Cyber the number of shares as to which there is sole power to vote or to direct the vote is 605,000, the number of shares with the shared power to vote or to direct the vote is 11,796,170, the number of shares with the sole power to dispose or to direct the disposition is 605,000, the number of shares with shared power to dispose or to direct the disposition is 11,796,170. The principal business of Cyber is a real estate investment and financial consulting company by virtue of its status as a holding company. (iii) For Oasis the number of shares as to which there is sole power to vote or to direct the vote is 6,500,00, the number of shares with the shared power to vote or to direct the vote is 0, the number of shares with the sole power to dispose or to direct the disposition is 6,500,000, the number of shares with shared power to dispose or to direct the disposition is 0. The principal business of Oasis is the development of real estate. (iv) For CFS the number of shares as to which there is sole power to vote or to direct the vote is0, the number of shares with the shared power to vote or to direct the vote is 0, the number of shares with the sole power to dispose or to direct the disposition is0, the number of shares with shared power to dispose or to direct the disposition is 0. The principal business of CFS is providing -10- financial consulting and business consulting services. (v) For Surber the number of shares as to which there is sole power to vote or to direct the vote is 8,250,000, the number of shares with the shared power to vote or to direct the vote is 20,651,170, the number of shares with the sole power to dispose or to direct the disposition is8,250,000, the number of shares with shared power to dispose or to direct the disposition is 12,401,170. Surber is a licensed attorney. He is employed by CFS. (c) During the past 60 days CFS has sold shares of Kelly's as set out below. Transaction Date Amount Sold Price - ---------------- ----------- ----- January 4, 2000 91,000 $0.0809 January 5, 2000 55,500 $0.1256 January 6, 2000 76,500 $0.1354 January 7, 2000 41,000 $0.1205 January 10, 2000 40,000 $0.1254 January 12, 2000 75,000 $0.0714 January 13, 2000 45,000 $0.1254 January 14, 2000 25,000 $0.1540 January 18, 2000 10,000 $0.1425 January 19, 2000 50,000 $0.2118 January 19, 2000 15,000 $0.1790 January 20, 2000 20,000 $0.1951 January 21, 2000 20,000 $0.2507 January 25, 2000 16,500 $0.2116 February 4, 2000 25,000 $0.1540 February 10, 2000 10,000 $0.1716 February 22, 2000 40,000 $0.1447 February 24, 2000 170,000 $0.1890 February 25, 2000 225,000 $0.2618 February 28, 2000 35,000 $0.3270 -11- February 28, 2000 30,000 $0.3611 February 28, 2000 47,000 $0.3874 February 29, 2000 30,000 $0.3725 February 29, 2000 30,000 $0.3304 February 29, 2000 25,000 $0.3286 March 1, 2000 49,000 $0.3321 During the past 60 days Hudson has sold shares of Kelly's as set out below Transaction Date Amount Sold Price January 4, 2000 30,000 $0.0802 March 6, 2000 63,000 $0.5330 March 9, 2000 25,000 $0.7748 March 9, 2000 3,600 $0.7871 March 9, 2000 1,000 $0.7650 March 9, 2000 98,500 $0.7125 March 10, 2000 97,000 $0.5332 March 10, 2000 20,000 $0.8600 March 10, 2000 85,300 $0.8629 March 10, 2000 153,000 $0.3684 There were no other transactions in the class of securities reported on that were effected during the last sixty days aside from those discussed above and in Item 4. (d) No person aside from the reporting persons listed herein has the right to receive or power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. -12- There are currently no contracts, arrangements, or understandings with respect to securities of Kelly's. However, Hudson, CFS and Oasis are all majority owned subsidiaries of Cyber with a common officer and director Richard Surber. Richard Surber also serves as President and a Director of Kelly's. Richard Surber's intentions are to attempt to improve the financial position of Kelly's through settling debt and finding operations for Kelly's through a merger or acquisition with the assistance of Hudson. Surber intends to help Kelly's to identify and acquire a favorable business opportunity. Kelly's has reviewed and evaluated a number of business ventures for possible acquisition or participation by the Company. Kelly's has not entered into any agreement, nor does it have any commitment or understanding to enter into or become engaged in a transaction as of the date of this filing. However, Kelly's continues to investigate, review, and evaluate business opportunities as they become available and will seek to acquire or become engaged in business opportunities at such time as specific opportunities warrant. Consequently, all shares owned by Surber, Hudson, Cyber, Oasis and CFS will be voted in favor of any proposal submitted to the shareholders of Kelly's to effect such a transaction. Item 7. Material to Be Filed as Exhibits. A. Incorporated by reference from Exhibit A of Form 13 D filed July 7, 1999 is a copy of the Stock Purchase Agreement dated June 23, 1999 between Hudson and Terrence Butler. B. Incorporated by reference from Exhibit B of Form 13 D filed July 7, 1999 is a copy of the resolution appointing Richard D. Surber as a Director and the President of Kelly's. C. Incorporated by reference from Exhibit C of Form 13 D filed July 7, 1999 is a copy of the Consulting Agreement between Kelly's and CFS dated August 1, 1997. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Hudson Consulting Group, Inc. /s/Richard D. Surber Date: 3/16/00 ---------------------------------- Richard D. Surber, President CyberAmerica Corporation /s/Richard D. Surber Date: 3/16/00 ---------------------------------- Richard D. Surber, President -13- Oasis International Hotel & Casino, Inc. /s/Richard D. Surber Date: 3/16/00 ------------------------------------- Richard D. Surber, President Canton Financial Services Corporation /s/Richard D. Surber Date: 3/16/00 ------------------------------------- Richard D. Surber, President /s/Richard D. Surber Date: 3/16/00 ------------------------------------- Richard D. Surber Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1061). -14- -----END PRIVACY-ENHANCED MESSAGE-----