U. S. 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 (Date of earliest event reported): JUNE 19, 2000
PEABODYS COFFEE, INC.
(Exact name of Registrant as Specified in its Charter)
NEVADA 000-28595 98-0209293
(State or other jurisdiction (Commission file Number) (I.R.S. Employer
of Incorporation) Identification No.)
3845 ATHERTON ROAD, SUITE 9
ROCKLIN, CALIFORNIA 95765
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (916) 632-6090
N/A
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 19, 2000, Peabodys Coffee, Inc., a Nevada corporation (the
"Company"), purchased certain assets ("Assets") from Arrosto Coffee Company, LLC
("Arrosto"). The Company is in the business of selling specialty coffee drinks
by the use of coffee espresso bars (kiosks), positioned in corporate and
institutional locations. The Assets consist of equipment related to the
Company's business. Specifically, the Assets consist of: (i) a coffee roaster
and related equipment; (ii) various espresso machines and related equipment; and
(iii) miscellaneous other equipment used in the retail sale of gourmet coffee
beverages and related food and beverages.
The consideration for the Assets was 320,000 shares of the Company's common
stock (the "Shares"). The Company's common stock is traded in the
over-the-counter market with quotations carried on the National Association of
Securities Dealers, Inc's "OTC Bulletin Board" under the trading symbol "PBDY."
On June 19, 2000 the closing bid price was $1.3125 per share, and the closing
ask price was $1.375 per share. As of the date of this filing the Shares have
not been issued to Arrosto, and will be issued only upon the meeting of certain
conditions related to the condition of title to the Assets. When those
conditions are met, the Shares will be issued under an exemption from the
registration requirement of the Securities Act of 1933, as amended ("Securities
Act"), and will be "restricted securities," as that term is defined in Rule 144
promulgated under the Securities Act.
The Assets have been used by Arrosto in connection with its retail and
wholesale coffee business. The Company intends to use the Assets in the
Company's current retail coffee business, and to use the coffee roaster and
related equipment to assist in supplying the Company with its roasted coffee,
which is currently purchased by the Company from various wholesale suppliers.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements.
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits.
2.1 Arrosto Asset Purchase Agreement*
* Incorporated by reference to the Company's Form 10K-SB Annual Report for the
fiscal year ended March 31, 2000, pursuant to which the Asset Purchase Agreement
is filed as Exhibit 6.2.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PEABODYS COFFEE, INC.,
A Nevada Corporation
Date: June 30, 2000 By: __________/S/________________
Todd Tkachuk, President
