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 ( ).
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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
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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
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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
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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
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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.
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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
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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%.
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(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
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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
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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
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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.
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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
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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).
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