CYBERBOTANICAL INC
8-K, 2000-10-19
NON-OPERATING ESTABLISHMENTS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(d)
                                     of the
                         SECURITIES EXCHANGE ACT OF 1934

                        Date of Report: October 19, 2000

                              CYBERBOTANICAL, INC.
                              --------------------
             (Exact name of registrant as specified in its charter)

                                     NEVADA
         (State or other jurisdiction of incorporation or organization)


        000-29383                                       88-0356200
        ---------                                       ----------
 (Commission File Number)                   (IRS Employer Identification Number)




                          c/o Richard Surber, President
            268 West 400 South, Suite 300, Salt Lake City, Utah 84101
            ---------------------------------------------------------
                    (Address of principal executive offices)

                                 (801) 575-8073
                                 --------------
              (Registrant's telephone number, including area code)




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<PAGE>



ITEM 5.           OTHER EVENTS

On the 17th day of October,  the Company entered into a Purchase  Agreement with
its  parent  corporation,  Kelly's  Coffee  Group,  Inc.,  a Nevada  Corporation
("Kelly's").  Under the terms of the agreement,  all of Kelly's assets, as shown
on its Form  10-QSB  for the  quarter  ended  August  31,  2000,  filed with the
Securities and Exchange Commission on October 3, 2000, with the exception of the
shares Kelly's owns in the Company, to the Company. The assets were moved to the
Company in exchange for the  agreement of the Company to assume all  liabilities
of Kelly's as shown on Kelly's'  Form 10-QSB for the  quarter  ended  August 31,
2000 and the  agreement  of the  Company to  indemnify  Kelly's  therefrom.  The
Company is a Subsidiary of Kelly's. Kelly's owns approximately 94% of the issued
and outstanding stock of the Company.

The effect of this  transaction  is to transfer the  designated  assets from the
balance  sheet of Kelly's to the balance  sheet of the  Company.  The  Company's
assets and  liabilities  will  increase,  as will be  reflected  on its  balance
sheets, by the amounts  transferred.  On a fully consolidated basis, the balance
sheet  of  Kelly's  Coffee  Group,  Inc.  will  remain  essentially  the same as
Cyberbotanical, Inc. is a 94% owned subsidiary and is treated as part of Kelly's
Coffee Group, Inc. for financial reporting purposes.

ITEM 7.           Financial Statements and Exhibits

The following exhibit(s) are included as part of this report:

          a)   Purchase Agreement dated October 17, 2000.

          b)   Kelly's  Coffee  Group,  Inc.  Form 10-QSB for the quarter  ended
               August  31,  2000  filed  October  3,  2000  is  incorporated  by
               reference.


Pursuant to the  requirement  of the  Securities Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the  undersigned  hereunto
duly authorized.


Cyberbotanical, Inc.

Signature                                             Date



By:      /s/ Richard Surber                           October 19, 2000
   --------------------------------
Name:    Richard Surber
Title:   President





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