SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
Kelly's Coffee Group, Inc.
--------------------------
(Exact name of registrant as specified in its charter)
Colorado 84-1062062
---------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
268 West 400 South, Salt Lake City, UT 84101
--------------------------------------------
(Address of principal executive offices)
2000 Stock Benefit Plan of Kelly's Coffee Group, Inc.
-----------------------------------------------------
(Full title of the plan)
Richard Surber, 268 West 400 South, Salt Lake City, UT 84101
------------------------------------------------------------
(Name, address, including zip code, of
agent for service)
Telephone number for Issuer: (801)575-8073
-------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Securities Amounts to Proposed Maximum Proposed Maximum Amount of
to be Registered be Offering Price Per Aggregate Offering Registration
Registered Share(1) Price Fee
==============================================================================================================
<S> <C> <C> <C> <C>
Common Stock, 0.001 par 12,000,000 $0.23 $2,760,000 $728.64
value
============================ ============ =================== ===================== ==================
</TABLE>
(1) Bona Fide estimate of maximum offering price solely for calculating the
registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
based on the average bid and asked price of the registrant's common
stock as of January 25, 2000 a date within five business days prior to
the date of filing of this registration statement.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Plan described herein.
1
<PAGE>
1999 Stock Benefit Plan of Kelly's Coffee Group, Inc.
Cross-Reference Sheet Pursuant to Rule 404(a)
Cross-reference between items of Part I of Form S-8 and the Section
10(a) Prospectus that will be delivered to each employee, consultant, or
director who participates in the Plan.
Registration Statement Item Numbers and Headings Prospectus Heading
- ------------------------------------------------ ------------------
1. Plan Information Section 10(a) Prospectus
2. Registrant Information and Section 10(a) Prospectus
Employee Plan Annual Information
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by Kelly's Coffee Group, Inc., a Colorado
corporation (the "Company"), with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference:
1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
February 28, 1999.
2. All reports filed by the Company with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year ended February 28, 1999.
3. The description and specimen certificate of the Common Stock
contained in the Company's Form S-18 Registration Statement filed on September
16, 1988 under the Securities Act, including any amendment or report filed for
the purpose of updating such description.
Prior to the filing, if any, of a post-effective amendment that
indicates that all securities covered by this Registration Statement have been
sold or that de-registers all such securities then remaining unsold, all reports
and other documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.
Item 4. Description of Securities
The common stock of the Company being registered pursuant to this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange Act. A description of such securities is contained in the
Company's Form S-18 Registration Statement filed with the Commission on
September
2
<PAGE>
16, 1988 and any amendment or report filed for the purpose of updating such
description. Said description is incorporated herein by reference. (See "Item 3.
Incorporation of Documents by Reference.")
Item 5. Interests of Named Experts and Counsel
No expert is named as preparing or certifying all or part of the
registration statement to which this prospectus pertains, and no counsel for the
Company who is named in this prospectus as having given an opinion on the
validity of the securities being offered hereby was hired on a contingent basis
or has or is to receive, in connection with this offering, a substantial
interest, direct or indirect, in the Company.
Item 6. Indemnification of Directors and Officers
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act"), may be permitted to members of
the board of directors, officers, employees, or persons controlling the Company
pursuant to the immediately subsequent provisions, the Company has been informed
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
The Company, however, is incorporated in the State of Colorado which
under Sections 7-108-402 and 7-108-403 of the Colorado Code provides that a
corporation may limit or eliminate officers' and directors' personal liability
to the corporation or its shareholders for breach of fiduciary duty so long as
liability is not eliminated or limited for any breach of the director's duty of
loyalty to the corporation or to its shareholders, acts or omissions involving
intentional misconduct, fraud or a knowing violation of law, for any transaction
from which the director directly or indirectly derived an improper personal
benefit or for the payment of unlawful distributions.
Section Eight of Article IX of the Company's Articles of Incorporation
provides that the Company shall indemnify its officers and directors for any
liability, including reasonable costs of defense, arising out of any act or
omission of any officer or director on behalf of the Corporation to the fullest
extent required or permitted by the Colorado Corporation Code, as amended.
The foregoing discussion of indemnification merely summarizes certain
aspects of indemnification provisions and is limited by reference to the
Colorado Code Sections 7-108-402 and 7-108-403 and Article XI of the Company's
Bylaws and the Company's Articles of Incorporation, or any amendments thereto.
Item 7. Exemption from Registration Claimed
No restricted securities are being re-offered or resold pursuant to
this registration statement.
Item 8. Exhibits.
The exhibits attached to this Registration Statement are listed in the
Exhibit Index, which is found on page 8.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
3
<PAGE>
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement.
(2) To treat, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment as a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
[THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Salt Lake City, Utah on January 26, 2000.
Kelly's Coffee Group, Inc.
By: /s/ Richard Surber
--------------------------
Richard Surber, as President and Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard D. Surber with power of
substitution, as his attorney-in-fact for him, in all capacities, to sign any
amendments to this registration statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorney-in-fact or his substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ Richard D. Surber President and Director January 26, 2000
- --------------------------
Richard D. Surber
/s/ Kevin J. Schillo Director January 26, 2000
- --------------------------
Kevin J. Schillo
/s/ David Wolfson Director January 26, 2000
- --------------------------
David Wolfson
5
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Kelly's Coffee Group, Inc.
(A Colorado corporation)
6
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibits SEC Ref. No. Description of Exhibit Numbered Pages
- -------- ------------ ---------------------- --------------
A 4 2000 Stock Benefit Plan of the Company 8
B 5, 23(b) Opinion and consent of Counsel with respect 13
to the legality of the issuance of
securities being issued
C 23(a) Consent of Accountant 16
7
THE 2000 STOCK BENEFIT PLAN
OF
Kelly's Coffee Group, Inc.
8
<PAGE>
The 2000 Stock Benefit Plan Of Kelly's Coffee Group, Inc.
---------------------------------------------------------
Kelly's Coffee Group, Inc., a Colorado corporation (the "Company"),
hereby adopts The 2000 Stock Benefit Plan of Kelly's Coffee Group, Inc. (the
"Plan") this 26th day of January, 2000. Under the Plan, the Company may issue
shares of the Company's common stock or grant options to acquire the Company's
common stock, par value $0.001 (the "Stock"), from time to time to employees of
the Company or its subsidiaries, all on the terms and conditions set forth
herein ("Options"). In addition, at the discretion of the Board of Directors,
shares of the Company's common stock or Options to acquire shares of the
Company's common stock may be granted under this Plan to other individuals,
including consultants or advisors who are not employees of the Company or its
subsidiaries, but contribute to the success of the Company or its subsidiaries,
provided that bona fide services shall be rendered by consultants and advisors
and such services must not be in connection with the offer or sale of securities
in a capital-raising transaction.
1. Purpose of the Plan. The Plan is intended to aid the Company in maintaining
and developing a management team, attracting qualified officers and employees
capable of assuring the future success of the Company, and rewarding those
individuals who have contributed to the success of the Company. The Company has
designed this Plan to aid it in retaining the services of executives and
employees and in attracting new personnel when needed for future operations and
growth and to provide such personnel with an incentive to remain employees of
the Company, to use their best efforts to promote the success of the Company's
business, and to provide them with an opportunity to obtain or increase a
proprietary interest in the Company. It is also designed to permit the Company
to reward those individuals who are not employees of the Company but who
management perceives to have contributed to the success of the Company or who
are important to the continued business and operations of the Company. The above
goals will be achieved through the granting of stock and/or options. The plan is
not subject to the provision of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), nor qualified under Section 401(a) of the Internal
Revenue Code of 1986, as amended (the "Code").
2. Administration of this Plan. Administration of this Plan shall be determined
by the Company's Board of Directors (the "Board"). The address of the Board is
c/o Kelly's Coffee Group, Inc., 268 West 400 South, Salt Lake City, UT 84101,
telephone number (801) 575-8093. Subject to compliance with applicable
provisions of the governing law, the Board may delegate administration of this
Plan or specific administrative duties with respect to this Plan on such terms
and to such committees of the Board as it deems proper (hereinafter the Board or
its authorized committee shall be referred to as "Plan Administrators"). The
interpretation and construction of the terms of this Plan by the Plan
Administrators thereof shall be final and binding on all participants in this
Plan absent a showing of demonstrable error. No member of the Plan
Administrators shall be liable for any action taken or determination made in
good faith with respect to this Plan. Any Option approved by a majority vote of
those Plan Administrators attending a duly and properly held meeting shall be
valid. Any Option approved by the Plan Administrators shall be approved as
specified by the Board at the time of delegation.
3. Shares of Stock Subject to this Plan. A total of twelve million (12,000,000)
shares of Stock may be subject to, or issued pursuant to this Plan. If any right
to acquire Stock granted under this Plan is exercised by the delivery of shares
of Stock or the relinquishment of rights to shares of Stock, only the net
9
<PAGE>
shares of Stock issued (the shares of stock issued less the shares of Stock
surrendered) shall count against the total number of shares reserved for
issuance under the terms of this Plan.
4. Reservation of Stock on Granting of Option. At the time any Option is granted
under the terms of this Plan, the Company will reserve for issuance the number
of shares of Stock subject to such Option until it is exercised or expires. The
Company may reserve either authorized but unissued shares or issued shares
reacquired by the Company.
5. Eligibility. The Plan Administrators may grant shares of stock or Options to
employees, officers, and directors of the Company and its subsidiaries, as may
be existing from time to time, and to other individuals who are not employees of
the Company or its subsidiaries, including consultants and advisors, provided
that such consultants and advisors render bona fide services to the Company or
its subsidiaries and such services are not rendered in connection with the offer
or sale of securities in a capital-raising transaction. In any case, the Plan
Administrators shall determine, based on the foregoing limitations and the
Company's best interests, which employees, officers, directors, consultants and
advisors are eligible to participate in this Plan. Options shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Plan Administrators, under the provisions of this Plan.
6. Term of Options and Certain Limitations on Right to Exercise.
-------------------------------------------------------------
a. Each Option shall have its term established by the Plan
Administrators at the time the Option is granted.
b. The term of the Option, once it is granted, may be reduced only as
provided for in this Plan and under the express written provisions of
the Option.
c. Unless otherwise specifically provided by the written provisions of
the Option or required by applicable disclosure or other legal
requirements promulgated by the Securities and Exchange Commission
("SEC"), no participant of this Plan or his or her legal
representative, legatee, or distributee will be, or shall be deemed to
be, a holder of any shares subject to an Option unless and until such
participant exercises his or her right to acquire all or a portion of
the Stock subject to the Option and delivers the required
consideration to the Company in accordance with the terms of this Plan
and then only as to the number of shares of Stock acquired. Except as
specifically provided in this Plan or as otherwise specifically
provided by the written provisions of the Option, no adjustment to the
exercise price or the number of shares of Stock subject to the Option
shall be made for dividends or other rights for which the record date
is prior to the date on which the Stock subject to the Option is
acquired by the holder.
d. Options shall vest and become exercisable at such time or times and
on such terms as the Plan Administrators may determine at the time of
the grant of the Option.
e. Options may contain other provisions, including further lawful
restrictions on the vesting and exercise of the Options as the Plan
Administrators may deem advisable.
f. An option may never be exercised after the expiration of its term.
g. Options shall be non-transferable, except by the laws of descent
and distribution.
10
<PAGE>
7. Exercise Price. The Plan Administrators shall establish the exercise price
price payable to the Company for shares to be obtained pursuant to Options which
exercise price may be amended from time to time as the Plan Administrators shall
determine.
8. Payment of Exercise Price. The exercise of any Option shall be contingent on
receipt by the Company of the exercise price paid in either cash, certified or
personal check payable to the Company.
9. Withholding. If the grant or exercise of an Option is subject to withholding
or other trust fund payment requirements of the Internal Revenue Code of 1986,
as amended (the "Code"), or applicable state or local laws, the Company will
initially pay the Optionee's liability and will be reimbursed by Optionee no
later than six months after such liability arises and Optionee hereby agrees to
such reimbursement terms.
10. Dilution or Other Adjustment. The shares of Common Stock subject to this
Plan and the exercise price of outstanding Options are subject to proportionate
adjustment in the event of a stock dividend on the Common Stock or a change in
the number of issued and outstanding shares of Common Stock as a result of a
stock split, consolidation, or other recapitalization. The Company, at its
option, may adjust the Options, issue replacements, or declare Options void.
11. Options to Foreign Nationals. The Plan Administrators may, in order to
fulfill the purpose of this Plan and without amending this Plan, grant Options
to foreign nationals or individuals residing in foreign countries that contain
provisions, restrictions, and limitations different from those set forth in this
Plan and the Options made to United States residents in order to recognize
differences among the countries in law, tax policy, and custom. Such grants
shall be made in an attempt to give such individuals essentially the same
benefits as contemplated by a grant to United States residents under the terms
of this Plan.
12. Listing and Registration of Shares. Each Option shall be subject to the
requirement that if at any time the Plan Administrators shall determine, in
their sole discretion, that it is necessary or desirable to list, register, or
qualify the shares covered thereby on any securities exchange or under any state
or federal law, or obtain the consent or approval of any governmental agency or
regulatory body as a condition of, or in connection with, the granting of such
Option or the issuance or purchase of shares thereunder, such Option may not be
exercised in whole or in part unless and until such listing, registration,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Plan Administrators.
13. Expiration and Termination of this Plan. This Plan may be abandoned or
terminated at any time by the Plan Administrators except with respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate on
the earlier of the date that is five years from the date first appearing in this
Plan or the date on which the 12,000,000th share is issued hereunder.
14. Amendment of this Plan. This Plan may not be amended more than once during
any six month period, other than to comport with changes in the Code or the
Employee Retirement Income Security Act or the rules and regulations promulgated
thereunder. The Plan Administrators may modify and amend this Plan in any
respect; provided, however, that to the extent such amendment or modification
would cause this Plan to no longer comply with the applicable provisions of the
Code governing incentive stock options as they may be amended from time to time,
such amendment or modification shall also be approved by the shareholders of the
Company.
11
<PAGE>
ATTEST:
Richard Surber, President and Director
/s/ Richard Surber
- ----------------------
Date
[THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]
12
KIM TAYLOR
ATTORNEY- AT- LAW
1003 South 1400 East
Salt Lake City, Utah 84105
Telephone/Fax - (801) 582-7811
January 17, 2000
Board of Directors
Kelly's Coffee Group, Inc.
268 West 400 South
Salt Lake City, UT 84101
Re: Form S-8 Registration Statement
Gentlemen:
I have acted as a special counsel for Kelly's Coffee Group, Inc., a
Colorado corporation (the "Company"), in connection with the preparation and
filing with the Securities and Exchange Commission ("the Commission") under the
Securities Act of 1933, as amended, ("the Act") of a registration statement on
Form S-8 (the "Registration Statement"). The Company is registering a Benefit
Plan entitled "The 2000 Stock Benefit Plan of Kelly's Coffee Group, Inc." (the
"Benefit Plan") pursuant to which the Company has authorized the issuance of
12,000,000 shares of the Company's common stock, par value $.001. In connection
with the Company's filing of the Registration Statement, you have requested my
opinion regarding the validity of the issuance of the aforementioned Shares.
This opinion letter (this "Opinion") is governed by, and shall be
interpreted in accordance with the Legal Opinion Accord (the "Accord") of the
ABA Section of Business Law (1991). As a consequence, it is subject to a number
of qualifications and limitations, all as more particularly described in the
Accord, and this Opinion should be read in conjunction therewith.
In connection with the preparation of this Opinion, I have examined the
following:
1. The Company's Articles of Incorporation and Bylaws;
2. The Registration Statement herein referenced;
3. The authorization and approval, dated January 26, 2000, by the Company's
Board of Directors of the Company's 2000 Stock Benefit Plan concerning the
Shares and Registration Statement;
4. The Company's Section 10(a) Prospectus for the Registration Statement;
5. The Company's Form 10-KSB for the fiscal year ended February 28, 1999;
6. All reports filed by the Company with the Commission pursuant to Section
13(a) or 15(d) of the Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year ended February 28, 1999;
13
<PAGE>
7. Such other documents as I have deemed necessary for the purposes of this
Opinion.
Additionally, I have made such investigations of federal law as I have
considered necessary and appropriate to form a basis for this opinion. My
opinion is qualified by the scope of the decumbent review specified herein and I
make no representations as to the sufficiency of my investigation for this
opinion. I further expressly exempt from this opinion any representations as to
the completeness, adequacy, accuracy or any other aspect of the financial
statements incorporated in the Registration Statement.
The documentation and representations provided to me for this opinion by
the Company and its duly authorized representatives indicate that the Company is
validly organized under the laws of the State of Colorado; the Company is
current in its filings with the Commission; the Company's Board of Directors has
authorized the Benefit Plan; the Company's Board of Directors has authorized the
filing of the Registration Statement; and that the number of shares to be
included in the Registration Statement are available for issuance based upon
corporate documentation and on the amount of shares actually issued and
outstanding. As such, I am of the opinion that the Shares herein referenced have
been duly and validly authorized and that subject to compliance with all
provision of the Plan, the Shares will bd validly issued as fully paid and
non-assessable shares of common stock in the Company.
This opinion is based upon and subject to the qualifications and
limitations specified below:
(A) Certain of the remedial provisions of the 2000 Stock Benefit Plan may
be further limited or rendered unenforceable by other applicable laws and
interpretations.
(B) In rendering the opinion that the shares of the Common Stock to be
registered pursuant to the Registration Statement and issued under the Benefit
Plan will be validly issued, fully paid and nonassessable, I assumed that: (1)
the Company's Board of Directors has exercised good faith in establishing the
value paid for the Shares; (2) all issuances and cancellations of the capital
stock of the Company will be fully and accurately reflected in the Company's
Stock Records as provided by the Company's transfer agent; and (3) the
consideration, as determined by the Company's Board of Directors, to be received
in exchange for each issuance of common stock of the Company, has been paid in
full and actually received by the Company.)
(C) I have made no independent verification of the facts asserted to be
true and accurate by authorized representatives of the Company and have assumed
that no person or entity has engaged in fraud or misrepresentation regarding the
inducement relating to, or the execution or delivery of, the documents reviewed
(D) In rendering this opinion I have assumed that all signature are
genuine, that all documents submitted to me as copies conform substantially to
the originals, that all documents have been duly executed on or as of the date
represented on the documents, that execution and delivery of the documents was
duly authorized on the part of the parties, that all documents are legal, valid
and binding on the parties and that all corporate records are complete.
(E) I have assumed that the Company is satisfying the substantive
requirements of Form S-8 and I expressly disclaim any opinion regarding the
Company's compliance with such requirements, whether they are of federal or
state origin, or any opinion as to the subsequent tradeability of any Shares
issued pursuant to the Benefit Plan.
(F) I am admitted to practice lay in the State of Utah. I am not admitted
to practice law in the State of Colorado or in any other jurisdiction where the
Company may own property or transact business. This opinion
14
<PAGE>
is with respect to federal law only and I have not consulted legal counsel from
any other jurisdiction for the purpose of the opinion contained herein. I
expressly except form this opinion any opinion as to whether or to what extent a
Colorado court or any other court would apply Colorado law, or the law of any
other state or jurisdiction, to any particular aspect of the facts, circumstance
and transactions that are the subject of this opinion.
(G) This opinion is strictly limited to the parameters contained and
referenced herein and is valid only as to the signature date with respect to the
same. I assume no responsibility to advise you of any subsequent changes or
developments which might affect any aspect to this opinion.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement. This opinion may not be used, relied upon, circulated,
quoted or otherwise referenced in whole or in part for any purpose without my
written consent.
Sincerely,
/s/ Kim Taylor
- ----------------
Kim Taylor
15
[Letterhead of Jones, Jensen & Company, LLC]
INDEPENDENT AUDITORS' CONSENT
-----------------------------
Kelly's Coffee Group, Inc.
268 West 400 South
Suite 300
Salt Lake City, UT 84101
Gentlemen:
We hereby consent to the use of our audit report of Kelly's Coffee Group,
Inc. and subsidiaries dated September 9, 1999 for the years ended February 28,
1998 and 1997 in the Form S-8. We also consent to the use of our name as experts
in such Registration Statement.
/s/ Jones Jensen & Company
Jones, Jensen & Company
Salt Lake City, Utah
January 27, 2000
16
