UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Erly Industries, Inc.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
268839 10 7
(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)
December 5, 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 ( ).
Page 1 of8
<PAGE>
SCHEDULE 13D
CUSIP No. 268839 10 7
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 EITHER IS 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 is Incorporated in the State of Nevada. Hudson does business in the State
of Utah
7) SOLE VOTING POWER 9,237,912
NUMBER OF
SHARES
-----------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER 0
OWNED BY
EACH
-----------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER 9,237,912
PERSON WITH
10) SHARED DISPOSITIVE POWER 0
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,237,912
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61.6%
14) TYPE OF REPORTING PERSON
CO
Page 2 of 8
<PAGE>
SCHEDULE 13D
CUSIP No. 268839 10 7
1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard D. Surber ("Surber)
2) CHECK THE APPROPRIATE BOX IF EITHER IS 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 Surber is a United States Citizen.
7) SOLE VOTING POWER 0
NUMBER OF
SHARES
-----------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER 9,237,912
OWNED BY
EACH
-----------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER 0
PERSON WITH
10) SHARED DISPOSITIVE POWER 9,237,912
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,237,912
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61.6%
14) TYPE OF REPORTING PERSON
IN
Page 3 of8
<PAGE>
SCHEDULE 13D
CUSIP No. 268839 10 7
1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Diversified Holdings I, Inc. ("DHI")
2) CHECK THE APPROPRIATE BOX IF EITHER IS 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
DHI is a Nevada Corporation. DHI does business in the State of Utah.
7) SOLE VOTING POWER 0
NUMBER OF
SHARES
-----------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER 9,237,912
OWNED BY
EACH
-----------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER 0
PERSON WITH
10) SHARED DISPOSITIVE POWER 9,237,912
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,237,912
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61.6%
14) TYPE OF REPORTING PERSON
CO
Page 4 of 8
<PAGE>
SCHEDULE 13D
CUSIP No. 268839 10 7
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 EITHER IS 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
Cyber is Incorporated in the State of Nevada. Cyber does business in the State
of Utah
7) SOLE VOTING POWER 0
NUMBER OF
SHARES
-----------------------------------------------------
BENEFICIALLY 8) SHARED VOTING POWER 9,237,912
OWNED BY
EACH
-----------------------------------------------------
REPORTING 9) SOLE DISPOSITIVE POWER 0
PERSON WITH
10) SHARED DISPOSITIVE POWER 9,237,912
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,237,912
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES ( )
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61.6%
14) TYPE OF REPORTING PERSON
CO
Page 5 of 8
<PAGE>
Item 1. Security and Issuer
This schedule relates to common stock, par value $0.01 per share, of Erly
Industries, Inc. ("Common Stock"). Erly Industries, Inc. ("Erly") is a
California corporation with principal offices at 268 West 400 South, Suite 300,
Salt Lake City, Utah 84101.
Item 2. Identity and Background
(a) This schedule is filed by Hudson Consulting Group, Inc., a Nevada
corporation ("Hudson"); Diversified Holdings I, Inc., a Nevada Corporation
("DHI"); CyberAmerica Corporation, a Nevada Corporation (:Cyber"); and Richard
D. Surber, an individual ("Surber").
(b) The business address for Hudson, DHI, Cyber, and Surber is 268 West 400
South, Suite 300, Salt Lake City, Utah 84101.
(c) Hudson is a consulting company which provides financial and business
consulting services. DHI is a holding company which owns interests in companies
involved in the real estate and consulting business. DHI owns Hudson. Cyber is a
holding company involved in the real estate and consulting business. Cyber is
the majority owner of DHI. The principal business of Surber is providing
business and financial consulting services and the practice of law.
(d) Neither Hudson, DHI, Cyber nor Surber has been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors) during the
last five years.
(e) During the last five years, neither Hudson, DHI, Cyber nor Surber 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, DHI, and Cyber are Nevada corporations. Surber is a citizen of the
United States.
Item 3. Source and Amount of Funds or Other Consideration
Hudson
The 9,237,912 shares (61.6%) that are the impetus for filing this schedule were
acquired by Hudson from Erly for a cash payment of one hundred twenty thousand
dollars ($120,000).
DHI
9,237,912 shares(61.6%) are attributed beneficially to DHI which owns Hudson.
Cyber
9,237,912 shares(61.6%) are attributed beneficially to Cyber which owns DHI.
Surber
9,237,912 shares(61.6%) are attributed beneficially to Surber who is the
President and a Director of Hudson, DHI, and Cyber. Surber is deemed to be a
beneficial owner of the 9,237,912 shares. Surber is also an officer
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<PAGE>
and director of Erly
Item 4. Purpose of Transaction
The following discussion states the purpose or purposes of the acquisition of
securities of Erly and describes any plans or proposals resulting in material
transactions with Erly Hudson is a consulting company which provides business
and consulting services to small businesses. DHI is a holding company involved
in real estate and consulting. Cyber is a holding company involved in real
estate and consulting. Surber is a licensed attorney involved in consulting with
small businesses.
Neither Hudson, DHI, Cyber nor Surber have any current plans to purchase
additional shares or to dispose of any of their shares in Erly
Hudson obtained its Erly shares for investment purposes and has no current plans
to purchase additional shares or to dispose of any of its shares in Erly DHI,
Cyber and Surber, to whom beneficial ownership of the Erly shares are
attributed, likewise have no current plans to cause Hudson to purchase
additional shares or to dispose of any of its shares in Erly
As the majority shareholder of Erly, Hudson plans to change the Board of
Directors and management of Erly and to cause Erly to change its name to
Torchmail Communications, Inc., and to change its domicile to the State of
Delaware. Hudson plans to make Richard D. Surber the sole director of Erly and
to have him serve as Erly's President and CEO. Hudson also intends to effect a
one (1) for one hundred (100) reverse split of Erly's outstanding shares and to
recapitalize Erly to authorize 200,000,000 shares of $0.001 par value common
stock and 10,000,000 shares of $0.001 par value preferred stock.
At present, Erly is a shell corporation. Hudson intends to cause Erly to
identify a suitable merger partner, and complete a merger or acquisition with a
private entity whose business presents an opportunity for Erly to have business
operations. Hudson will assist Erly to review and evaluate business ventures for
possible mergers or acquisitions. Hudson is looking at prospective merger
candidates, but no definitive agreements or plans have been reached with any
prospective candidate.
Item 5. Interest in Securities of the Issuer
(a) (i) The aggregate number of the class of securities, identified pursuant to
Item 1, owned by Hudson, is 9,237,912. The percentage of the class of
securities, identified pursuant to Item 1,owned by Hudson, is 61.6%. (ii)The
aggregate number of the class of securities, identified pursuant to Item 1,
beneficially owned by DHI, Cyber and Surber is 9,237,912. The percentage of the
class of securities, identified pursuant to Item 1, beneficially owned by DHI,
Cyber and Surber is 61.6%.
(b) (i) For Hudson the number of shares as to which there is sole power to vote
or to direct the vote is 9,237,912, the number of shares with the shared power
to vote or to direct the vote is 0. For DHI, Cyber and Surber, the number of
shares with the sole power to dispose or to direct the disposition is 0, the
number of shares with shared power to dispose or to direct the disposition is
9,237,912. Hudson is a consulting company which provides financial and business
consulting services. DHI is a holding company which owns interests in companies
involved in the real estate and consulting business. Cyber is a holding company
involved in the real estate and consulting business. The principal business of
Surber is providing business and financial consulting services and the practice
of law.
(c) There were no transactions in the class of securities reported on that were
effected during the last sixty days aside from those discussed in Item 4.
Page 7 of 8
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Attached as Exhibit "A" is the "Agreement for the Issuance, Sale and Purchase of
Common Stock of Erly Industries, Inc." dated September 12, 2000
Item 7. Material to Be Filed as Exhibits.
None
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., a Nevada corporation
/s/ Richard D. Surber
Date: December 7, 2000
---------------- -----------------------------------------------------
Richard D. Surber, President
Diversified Holdings I, a Nevada corporation
/s/ Richard D. Surber
Date: December 7, 2000
---------------- -----------------------------------------------------
Richard D. Surber, President
CyberAmerica Corporation, a Nevada corporation
/s/ Richard D. Surber
Date: December 7, 2000
---------------- -----------------------------------------------------
Richard D. Surber, President
/s/ Richard D. Surber
Date: December 7, 2000
---------------- -----------------------------------------------------
Richard D. Surber
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1061).
Page 8 of 8
