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: July 14, 2000
Kelly's Coffee Group, Inc.
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(Exact name of registrant as specified in its charter)
Colorado
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(State or other jurisdiction of incorporation or organization)
33-2128-D 84-1062062
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(Commission (IRS Employer
File Number) Identification Number)
c/o Richard Surber, President
268 West 400 South, Suite 300, Salt Lake City, Utah 84101
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(Address of principal executive offices)
(801) 575-8073
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(Registrant's telephone number, including area code)
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ITEM 4. Changes in Registrant's Certifying Accountant
On July 5, 2000, Kelly's Coffee Group, Inc. ("the Company") retained Mantyla
McReynolds ("Mantyla"), to be the principal accountant engaged to audit the
Company's financial statements. On June 15, 2000, the Company was notified by HJ
& Associates, L.L.C. f/k/a Jones, Jensen, and Company, L.L.C. ("HJ") of their
resignation as the principal accountant. A copy of the letter from HJ dated June
21, 2000, relating to its resignation may be found on the Form 8-K filed with
the SEC on June 22, 2000 and is herein incorporated by reference. The Company's
board of directors approved the engagement of Mantyla as the principal
accountant.
The audit reports of HJ on the Company's financial statements for the fiscal
year ending February 29, 2000 did not contain any adverse opinion or disclaimer
of opinion, nor were they qualified or modified as to uncertainty, audit scope,
or accounting principles, except such reports included an explanatory paragraph
for a going concern uncertainty.
In connection with the audits of the fiscal year ending February 29, 2000 and
the subsequent interim periods through June 15, 2000, the date of termination,
the Company had no disagreements with HJ on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedures,
which disagreements, if not resolved to their satisfaction, would have caused HJ
to make reference in connection with their opinion to the subject matter of the
disagreement. In addition, during that time there were no reportable events (as
defined in Item 304(a)(1)(iv) of Regulation S-B).
During the fiscal year ending February 29, 2000, and the subsequent interim
period through June 15, 2000, the date of termination, and prior to such
appointment, the Company did not consult with Mantyla regarding the application
of generally accepted accounting principles to a specific transaction, either
proposed or completed, or the type of audit opinion that might be rendered on
the Company's consolidated financial statements. Since there were no
disagreements or reportable events (as defined in Item 304(a)(2) of Regulation
S-B), the Company did not consult Mantyla in respect to these matters during
that time.
The Company provided Mantyla with a copy of this amended report prior to filing
it with the SEC. The Company requested that Mantyla furnish the Company with an
engagement letter to the SEC stating whether Mantyla agrees with the above
statements. A copy of that engagement letter dated July 5, 2000 is filed as
Exhibit 16(ii) to this Form 8-K.
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ITEM 7. Financial Statements and Exhibits
The following exhibit(s) are included as part of this report:
EXHIBIT PAGE
NO. NO. DESCRIPTION
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16(i) * Letter from HJ & Associates, L.L.C. dated June 21, 2000,
relating to its resignation as the Registrant's independent
auditors, incorporated by reference and filed with the SEC
on June 22, 2000.
16(ii) 4 Engagement letter from Mantyla McReynolds dated July 5, 2000
relating to its retention as the Registrant's independent
auditors.
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.
Kelly's Coffee Group, Inc.
Signature Date
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By: /s/ Richard Surber July 14, 2000
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Name: Richard Surber
Title: President
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