-----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, OrFJ56PhpIOqOE1WtKoSLvZb0ySZbDOVXFx+pjuoeDkU9gBd+5UH352ThXW3EcWh mmpoChSUuBDzIftAqFFbZA== /in/edgar/work/20000728/0001070544-00-000188/0001070544-00-000188.txt : 20000921 0001070544-00-000188.hdr.sgml : 20000921 ACCESSION NUMBER: 0001070544-00-000188 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000728 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: [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: 680904 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 0001.txt SCHEDULE 13D/A-1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A-1 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 10, 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 3,904,720 NUMBER OF SHARES BENEFICIALLY 8) SHARED VOTING POWER 0 OWNED BY EACH REPORTING 9) SOLE DISPOSITIVE POWER 3,904,720 PERSON WITH 10) SHARED DISPOSITIVE POWER 0 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Hudson Consulting Group, Inc. 3,904,720 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.51% 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 8,000,000 NUMBER OF SHARES BENEFICIALLY 8) SHARED VOTING POWER 7,643,340 OWNED BY EACH REPORTING 9) SOLE DISPOSITIVE POWER 8,000,000 PERSON WITH 10) SHARED DISPOSITIVE POWER 7,643,340 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,643,340 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.10% 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 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 3,133,620 NUMBER OF SHARES BENEFICIALLY 8) SHARED VOTING POWER 0 OWNED BY EACH REPORTING 9) SOLE DISPOSITIVE POWER 3,133,620 PERSON WITH 10) SHARED DISPOSITIVE POWER 0 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Oasis International Hotel & Casino 3,133,620 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.03% 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 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 7,038,340 OWNED BY EACH REPORTING 9) SOLE DISPOSITIVE POWER 605,000 PERSON WITH 10) SHARED DISPOSITIVE POWER 7,038,340 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON CyberAmerica Corporation -7,643,340 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( ) 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.7% 14) TYPE OF REPORTING PERSON CO -5- 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"), Oasis International Hotel & Casino, Inc., a Nevada corporation ("Oasis"); and CyberAmerica Corporation a Nevada Corporation ("Cyber"). (b) The business address for Surber, Hudson, Cyber, and Oasis 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 Oasis is the development of real estate. (iii) The principal business of Cyber is real estate investment and financial consulting by virtue of its status as a holding company. (iv) Mr. Surber is a business consultant. He is also the President of Hudson, Cyber and Oasis. (d) Neither Surber, Cyber, Hudson, nor Oasis 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, Cyber, Hudson, nor Oasis 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 and Oasis 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. -6- Cyber Cyber received 605,000 of Kelly's common stock on August 25, 1997 for services rendered by Cyber. A total of 7,038,340 shares are attributed beneficially to Cyber and are owned as follows: as owner of Hudson Consulting Group, Inc.("Hudson"),Cyber has beneficial ownership of the 3,904,720 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 3,133,620 shares which are currently owned by Oasis, which shares remain from 6,500,000 shares which were acquired 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. 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 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. 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 15,643,340 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 3,904,720 shares which are currently owned by Hudson, which owns its as described above. As President of Oasis International Hotel & Casino, Inc. ("Oasis"), Surber has beneficial ownership of 3,133,620 shares which Oasis owns as described above. As President of Cyber, Surber has beneficial ownership of 605,000 shares. 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 -7- 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 elected Richard Surber to the board of directors of Kelly's and then resigned effective May 6, 1999. Richard Surber is also the president and a director of Hudson, Cyber and Oasis. 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, and Oasis. 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. Surber Surber obtained his Kelly's shares for investment purposes and has no current plans to purchase additional shares of 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 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 3,904,720. The percentage of the class of securities, identified pursuant to Item 1, beneficially owned by Hudson is 7.51%. (ii)The aggregate number of the class of securities, identified pursuant to Item 1, beneficially owned by Oasis is 3,133,620. The percentage of the class of securities, identified pursuant to Item 1, beneficially owned by Oasis is 6.03%. (iii) The aggregate number of the class of securities, identified pursuant to Item 1, beneficially owned by Surber is 15,643,340. The percentage of the class of securities, identified pursuant to Item 1, beneficially owned by Surber is 30.10%. -8- (iv)The aggregate number of the class of securities, identified pursuant to Item 1, beneficially owned by Cyber is7,643,340. The percentage of the class of securities, identified pursuant to Item 1, beneficially owned by Cyber is 14.7%. (b) (i) For Hudson the number of shares as to which there is sole power to vote or to direct the vote is 3,904,720, 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 3,904,720, 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 Oasis the number of shares as to which there is sole power to vote or to direct the vote is 3,133,620, 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 3,133,620, 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. (iii) For Surber the number of shares as to which there is sole power to vote or to direct the vote is 8,000,000, the number of shares with the shared power to vote or to direct the vote is 7,643,340, the number of shares with the sole power to dispose or to direct the disposition is 8,000,000, the number of shares with shared power to dispose or to direct the disposition is 7,643,340. Surber is a licensed attorney. He is the President of Hudson, Cyber, and Oasis. (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 is7,038,340, 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 7,038,340. The principal business of Cyber is a real estate investment and financial consulting company by virtue of its status as a holding company. (c) Since the last filing of its 13D on March 17, 2000, Hudson has sold shares of Kelly's as set out below: Transaction Date Amount Sold Price March 6, 2000 63,000 $0.5330 March 9, 2000 25,000 $0.7748 March 9, 2000 3,600 $0.7171 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 -9- March 10, 2000 85,300 $0.8629 March 10, 2000 153,000 $0.3684 March 13, 2000 129,300 $1.5324 March 13, 2000 26,000 $1.3438 March 14, 2000 92,500 $1.4353 March 14, 2000 50,000 $1.0300 March 14, 2000 2,500 $0.9493 March 14, 2000 14,000 $0.9291 March 15, 2000 77,000 $0.8532 March 16, 2000 16,500 $0.5600 March 16, 2000 180,240 $0.5818 March 17, 2000 173,800 $0.5527 March 17, 2000 25,000 $0.5129 March 20, 2000 86,000 $0.6302 March 20, 2000 60,000 $0.6979 March 21, 2000 60,500 $0.6979 March 21, 2000 7,500 $0.7200 March 22, 2000 121,500 $0.6108 March 23, 2000 66,000 $0.6000 March 24, 2000 44,000 $0.4940 March 27, 2000 60,000 $0.4554 March 28, 2000 30,000 $0.4258 March 29, 2000 74,110 $0.3197 -10- Since the last filing of its 13D on March 17, 2000, Oasis has sold shares of Kelly's as set out below: Transaction Date Amount Sold Price April 4, 2000 5,000 $0.3238 April 4, 2000 5,000 $0.3238 April 5, 2000 45,000 $0.3100 April 6, 2000 10,000 $0.2977 April 7, 2000 30,000 $0.2997 April 10, 2000 25,000 $0.3019 April 11, 2000 20,000 $0.2895 April 12, 2000 14,000 $0.2598 April 12, 2000 15,000 $0.2793 April 13, 2000 40,000 $0.2418 April 14, 2000 52,080 $0.2322 April 14, 2000 5,000 $0.2000 April 17, 2000 20,000 $0.1800 April 18, 200 10,000 $0.1700 April 18, 2000 26,000 $0.1734 April 19, 2000 230,000 $0.1842 April 20, 2000 214,000 $0.1842 April 20, 2000 10,000 $0.2000 April 24, 2000 92,000 $0.1937 April 25, 2000 31,800 $0.1931 April 26, 2000 10,000 $0.1668 April 27, 2000 55,000 $0.1353 May 2, 2000 250,000 $0.1163 May 2, 2000 65,000 $0.1159 May 3, 2000 140,000 $0.1065 May 4, 2000 282,000 $0.1066 -11- May 5, 2000 273,500 $0.1454 May 8, 2000 240,000 $0.1745 May 9, 2000 262,500 $0.1793 May 10, 2000 204,500 $0.1745 May 11, 2000 15,000 $0.1435 May 12, 2000 45,000 $0.1448 May 15, 2000 110,000 $0.1452 May 15, 2000 15,000 $0.1400 May 16, 2000 10,000 $0.1280 May 22, 2000 5,000 $0.0990 May 23, 2000 20,000 $0.1052 May 30, 2000 25,000 $0.0861 May 31, 2000 379,000 $0.0678 May 31, 2000 30,000 $0.10 June 5, 2000 10,000 $0.0695 Since the last filing of his 13D on March 17, 2000 , Surber has sold shares of Kelly's as set out below: Transaction Date Amount Sold Price May 9, 2000 100,000 $0.1792 May 10, 2000 100,000 $0.1743 May 12, 2000 50,000 $0.1449 Since the last filing of its 13D on March 17, 2000 , Cyber has sold no shares of Kelly's. 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. -12- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. There are currently no contracts, arrangements, or understandings with respect to securities of Kelly's. However, Hudson, and Oasis are majority owned subsidiaries of Cyber with Richard Surber serving as an officer and director of Cyber, Hudson and Oasis. 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, Cyber, Hudson and Oasis 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. 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 Surber Date: July 27, 2000 ---------------------------- Richard D. Surber, President Oasis International Hotel & Casino, Inc. /s/ Richard Surber Date: July 27, 2000 ---------------------------- Richard D. Surber, President -13- CyberAmerica Corporation /s/ Richard Surber Date: July 27, 2000 ---------------------------- Richard D. Surber, President /s/ Richard Surber Date: July 27, 2000 ---------------------------- 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-----