KELLYS COFFEE GROUP INC
SC 13D/A, 2000-03-17
BLANK CHECKS
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                                  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-


<PAGE>



                                  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-


<PAGE>



                                  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-


<PAGE>






                                  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-


<PAGE>



                                  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-


<PAGE>



                                  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-


<PAGE>




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-


<PAGE>




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-


<PAGE>




("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-


<PAGE>




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-


<PAGE>




          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-


<PAGE>





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-


<PAGE>



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-


<PAGE>



                                        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-




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