UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report: November 13, 2000
Kelly's Coffee Group, Inc.
--------------------------
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
33-2128-D 84-1062062
--------- ----------
(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)
1
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
--------------------------------------------------------------------------------
On August 29, 2000, Kelly's Coffee Group, Inc. acquired from Cyberbotanical,
Inc., 18,400,000 newly issued shares of the common stock of Cyberbotanical in
exchange for a cash payment in the sum of $540,554. This number of shares
results in Kelly's acquiring not less than 90% of the issued and outstanding
shares of Cyberbotanical. The proceeds of this sale were used to acquire title
to an office building known as the Board of Trade Building, located at 120
Market, Wichita, Kansas on August 30, 2000. Kelly's used cash from sales of
securities and borrowed $290,000 from CyberAmerica Corporation at an interest
rate of 18% per annum on a short term basis to fund the acquisition. The loan
from CyberAmerica was repaid in full on or before September 13, 2000, including
the payment of all interest that has accrued.
The Company's board of directors and management had determined that it was in
the best of the Company to use its cash resources to purchase this interest in
Cyberbotanical and to acquire the improved property for Cyberbotanical to
generate positive cash flows. The building is a 50,000 square foot, eight story
office building located in the central business district of Wichita, Kansas.
Occupancy rates at the building currently exceed 83% and the prior management of
the building has been retained to continue operation of the building. The
building is rented at an average of approximately $6.00 a square foot by the
current tenants, including the prior owners of the building who remains as a
tenant.
Prior to signing the agreement for the transaction set forth above the board of
directors approved the transaction with a board resolution. Kelly's does not
intend to abandon its search for a merger or acquisition opportunity through
which it can acquire or be acquired by an operating entity. Cyberbotanical will
be maintained as a separate operation and independent with regard to its
management and financial operations with the option to spin off or divest
Kelly's of its interest in Cyberbotanical at some point in the future or to
facilitate potential merger candidates of Kelly's.
--------------------------------------------------------------------------------
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
--------------------------------------------------------------------------------
The following exhibits are included:
10(i) Stock Purchase Agreement dated August 29, 2000 between Kelly's Coffee
Group, Inc. and Cyberbotanical, Inc. (Incorporated by reference as filed
with the Company's Form 8-K on September 12, 2000)
10(ii) Financial Statements for Kelly's Coffee Group, Inc.
23 Consent of Independent Certified Public Accountants
2
<PAGE>
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
By: /s/ Richard Surber November 13, 2000
-------------------------------------
Name: Richard Surber
Title: President
3
Exhibit 10(ii)
CYBERBOTANICAL, INC
(A Development Stage Company)
FINANCIAL STATEMENTS AND REPORT
OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
December 31, 1999 & 1998
4
<PAGE>
CONTENTS
Page No.
--------------------------------------------------------------------------------
Independent Auditors Report................................................F-2
Balance Sheets.............................................................F-3
Statements of Operations...................................................F-4
Statements of Shareholders Equity..........................................F-5
Statements of Cash Flows...................................................F-6
Notes to the Financial Statements..........................................F-7
[THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]
F-1
<PAGE>
ANDERSEN ANDERSEN & STRONG, L.C. 941 East 3300 South, Suite 202
Certified Public Accountants and Salt Lake City, Utah 84106
Business Consultants Telephone 801-486-0096
Member SEC Practice Section of the AICPA Fax 801-486-0098
E-mail [email protected]
Board of Directors
Cyberbotanical, Inc.
Salt Lake City, Utah
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have audited the accompanying balance sheets of Cyberbotanical, Inc, (a
development stage company) at December 31, 1999, and the related statements of
operations, stockholders' equity, and cash flows for the years ended December
31, 1999 and 1998, and the period from February 15 1996 (date of inception) to
December 31, 1999. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management as well as evaluating the overall balance sheet presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Cyberbotanical, Inc. at
December 31, 1999, and the results of operations and cash flows for the years
ended December 31, 1999 and 1998, and the period from February 15, 1996 (date of
inception) to December 31, 1999, in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has suffered recurring
losses from operations from its inception and does not have the necessary
working capital for any future planned activity which raises substantial doubt
about its ability to continue as a going concern. Management's plans in regard
to these matters are described in Note 4. These financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
/s/ Andersen, Andersen & Strong
Salt Lake City, Utah
February 3, 2000
F-2
<PAGE>
<TABLE>
CYBERBOTANICAL, INC.
(A Development Stage Company)
Balance Sheet
As Of December 31, 1999 and 1998
<CAPTION>
1999 1998
---- ----
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Stock subscription receivable $ 360 $ -
----------- ----------
Total Current Assets $ 360 $ -
=========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
None $ - $ -
----------- ----------
Total Current Liabilities - -
----------- ----------
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value; authorized 5,000,000 shares; no
shares issued - -
Common stock, $.001 par value; authorized 20,000,000 shares;
shares issued and outstanding: 2,042,000 and 1,000,000 2,042 1,000
Additional paid-in capital 324 -
Accumulated deficit during development stage (2,006) (1,000)
----------- ----------
Total stockholders' equity 360 -
----------- ----------
$ 360 $ -
=========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements
F-3
<PAGE>
<TABLE>
CYBERBOTANICAL, INC.
(A Development Stage Company)
Statement of Operations
Years Ended December 31, 1999 and 1998
February 15, 1996 (Date of Inception) to December 31, 1999
<CAPTION>
Inception
through Dec. 31,
1999 1998 1999
---- ---- ----
<S> <C> <C> <C>
Revenue:
None $ - $ - $ -
------------- ------------ ----------------
- - -
------------- ------------ ----------------
Expenses:
General and administrative costs 1,006 - 2,006
------------- ------------ ----------------
1,006 - 2,006
------------- ------------ ----------------
Net loss (1,006) - (2,006)
------------- ------------ ----------------
Provision for income taxes
Net loss
Net loss per common share - basic $ - $ - $ -
============= ============ ================
Weighted average number of shares outstanding - basic $ 1,042,822 $ 1,000,000 $ -
============= ============ ================
</TABLE>
The accompanying notes are an integral part of these financial statements
F-4
<PAGE>
<TABLE>
CYBERBOTANICAL, INC.
(A Developmental Stage Company)
Statement of Changes in Stockholders' Equity
February 15, 1996 (Date of Inception) to December 31, 1999
<CAPTION>
Common Stock Additional Accumulated
Paid-in Deficit Total
Shares Amount Capital
---------- -------------------------------------------------
<S> <C> <C> <C> <C> <C>
Issuance of common stock to incorporators for cash - April 9,
1996 at $0.001 1,000,000 $ 1,000 $ - $ - $ 1,000
Net loss for the period from February 15, 1996 (date of inception)
to December 31, 1997 - - - (1,000) (1,000)
----------- -------- ------- ---------- -------
Balance December 31, 1997 1,000,000 1,000 - (1,000) -
----------- -------- ------- ---------- -------
Results of operations year ended December 31, 1998 - - - - -
----------- -------- ------- ---------- -------
Balance December 31, 1998 1,000,000 1,000 - (1,000) -
----------- -------- ------- ---------- -------
Issuance of common shares for services - December 16, 1999 at
$0.001 1,006,000 1,006 - - 1,006
Shares subscribed - December 16, 1999 at $0.01 (cash received
February 3, 2000) 36,000 36 324 - 360
Results of operations year ended December 31, 1999 - - - (1,006) (1,006)
----------- -------- ------- ---------- -------
Balance December 31, 1999 2,042,000 $ 2,042 $ 324 $ (2,006) $ 360
=========== ======== ======= ========== ========
</TABLE>
The accompanying notes are an integral part of these financial statements
F-5
<PAGE>
<TABLE>
CYBERBOTANICAL, INC.
(A Developmental Stage Company)
Statement of Cash Flows
February 15, 1996 (Date of Inception) to December 31, 1999
<CAPTION>
Inception
through Dec.
1999 1998 31,1999
---- ---- -------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C> <C>
Net (loss) $ (1,006) $ - $ (2,006)
---------- --------- ---------------
Adjustments to reconcile net (loss) to net cash used by operating
activities:
Services and expenses paid with common stock 1,006 - 1,006
---------- --------- ---------------
Total adjustments 1,006 - 1,006
---------- --------- ---------------
Net cash provided (used) by operating activities - - (1,000)
---------- --------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital contributions by incorporators - - 1,000
---------- --------- ---------------
Net cash provided by financing activities - - 1,000
---------- --------- ---------------
Net increase in cash - - -
Cash, beginning - - -
---------- --------- ---------------
Cash, ending $ - $ - $ -
========== ========= ================
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:
Issuance of common stock for services and expenses $ 1,006 $ - $ 1,006
========== ========= ================
</TABLE>
The accompanying notes are an integral part of these financial statements
F-6
<PAGE>
CYBERBOTANICAL, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION
The Company was incorporated under the laws of the State of Nevada on February
15, 1996 with the name of "Cyberbotanical, Inc." with authorized common stock of
20,000,000 shares at $0.001 par value, and authorized preferred stock of
5,000,000 shares at $0.001 par value,
The Company is in the development stage and has not commenced any significant
operations.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
The Company recognized income and expenses based on the accrual method of
accounting.
Dividend Policy
The Company has not adopted a policy regarding payment of dividends.
Income Taxes
At December 31, 1999, the Company had a net operating loss carryforward of
$2,006. The tax benefit from the loss carry forward has been fully offset by a
valuation reserve because use of future tax benefit is undeterminable since the
Company has no operations. The net operating loss will expire starting in 2011
through 2019.
Earnings (Loss) Per Share
Earnings (loss) per share amounts are computed based on the weighted average
number of shares actually outstanding in accordance with FASB No. 128.
Financial Instruments
The carrying amounts of financial instruments are considered by management to be
their estimated fair values.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing these financial statements.
F-7
<PAGE>
CYBERBOTANICAL, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (continued)
3. RELATED PARTY TRANSACTIONS
The statement of changes in stockholders' equity shows 2,042,000 of common stock
outstanding of which 2,000,000 shares were issued to related parties.
4. GOING CONCERN
Continuation of the Company as a going concern is dependent upon obtaining
additional working capital for any future planned activity and management of the
Company will be required to develop a strategy which will accomplish this
objective. There can be no assurance that the Company can be successful in this
effort.
F-8
<PAGE>
Cyberbotanical, Inc.
(A Development Stage Company)
Interim Financial Statements
For the six months ended
June 30, 2000
F-9
<PAGE>
ITEM 1. FINANCIAL STATEMENTS
As used herein, the term "Company" refers to Cyberbotanical, Inc., a Nevada
corporation, and its subsidiaries and predecessors unless otherwise indicated.
Consolidated, unaudited, condensed interim financial statements including a
balance sheet for the Company as of the quarter ended June 30, 2000 and
statements of operations, statements of shareholders equity and statements of
cash flows for the interim period up to the date of such balance sheet and the
comparable period of the preceding year are attached hereto as Pages 4 through 7
and are incorporated herein by this reference.
[THIS SPACE HAS BEEN LEFT BLANK INTENTIONALLY]
F-10
<PAGE>
<TABLE>
CYBERBOTANICAL, INC.
(A Development Stage Company)
Balance Sheets
As of June 30, 2000 and December 31, 1999
<CAPTION>
(Unaudited)
June 30, December
2000 31, 1999
------------- ------------
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash $ 411 $ -
Stock subscription receivable - 360
--------- --------
TOTAL CURRENT ASSETS 411 360
TOTAL ASSETS $ 411 $ 360
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable - Related Party 1,010 -
--------- --------
TOTAL CURRENT LIABILITIES 1,010 -
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value; authorized 5,000,000 shares;
no shares issued - -
Common stock, $.001 par value; authorized 20,000,000
shares; shares issued and outstanding: 2,042,000 on
June 30, 2000 and December 31, 1999 2,042 2,042
Additional paid-in capital 324 324
Accumulated deficit during development stage (2,965) (2,006)
--------- --------
TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY) (599) 360
--------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 411 $ 360
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements
F-11
<PAGE>
<TABLE>
CYBERBOTANICAL, INC.
(A Development Stage Company)
Unaudited Statements of Operations
For the Six Months Ended June 30, 2000 and 1999 and
February 15, 1996 (Date of Inception) to June 30, 2000
<CAPTION>
For the Three Months For the Six Months Inception to
Ended March 31 Ended June 30 June 30, 2000
2000 1999 2000 1999
--------------- ---------------- -------------- ---------------- ------------
<S> <C> <C> <C> <C> <C>
Revenue:
None $ - $ - $ - $ - $ -
--------------- ---------------- -------------- ---------------- ------------
Expenses:
General and administrative costs - - - - 2,006
Accounting 709 - 709 - 709
Stock Related 250 - 250 - 250
--------------- ---------------- -------------- ---------------- ------------
Gross Expenses 959 - 959 - 2965
Operating Profit (Loss) (959) - (959) - (2,965)
--------------- ---------------- -------------- ---------------- ------------
-
Provision for income taxes - - -
Net loss $ (959)$ - $ (959)$ - $ (2,965)
=============== ================ ============== ================ =============
Net loss per common share - basic $ - $ - $ - $ - $ -
=============== ================ ============== ================ =============
Weighted average number of shares outstanding
basic 1,042,822 1,000,000 1,042,822 1,000,000 -
=============== ================ ============== ================ =============
</TABLE>
The accompanying notes are an integral part of these financial statements
F-12
<PAGE>
<TABLE>
CYBERBOTANICAL, INC.
(A Developmental Stage Company)
Unaudited Statements of Cash Flows
For the Six Months Ended June 30, 2000 and 1999 and
February 15, 1996 (Date of Inception) to June 30, 2000
<CAPTION>
June 30, June 30, Inception to
2000 1999 June 30, 2000
--------------- --------------- -----------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S> <C> <C> <C>
Net (loss) $ (959) $ - $ (2,965)
--------------- --------------- -----------------
Adjustments to reconcile net (loss) to net
cash used by operating activities:
Services and expenses paid with common
stock - - 1,006
--------------- --------------- -----------------
Total adjustments - - 1,006
--------------- --------------- -----------------
Net cash provided (used) by operating activities (959) - (1,959)
--------------- --------------- -----------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Loans by Related Party 1,010 - 1,010
Capital contributions by incorporators 360 - 1,360
--------------- --------------- -----------------
Net cash provided by financing activities 1,370 - 2,370
Net increase in cash 411 - 411
--------------- --------------- -----------------
Cash, beginning - - -
--------------- --------------- -----------------
Cash, ending $ 411 $ - $ 411
=============== =============== =================
SUPPLEMENTAL SCHEDULE OF NON-
CASH INVESTING AND FINANCING
ACTIVITIES:
Issuance of common stock for services and expenses $ - $ - $ 1,006
=============== =============== =================
</TABLE>
The accompanying notes are an integral part of these financial statements
F-13
<PAGE>
CYBERBOTANICAL, INC
NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
June 30, 2000
1. Basis of Presentation
The accompanying consolidated unaudited condensed financial statements have been
prepared by management in accordance with the instructions in Form 10-QSB and,
therefore, do not include all information and footnotes required by generally
accepted accounting principles and should, therefore, be read in conjunction
with the Company's initial registration statement on Form 10-SB, filed with the
Securities and Exchange Commission on February 8, 2000. These statements do
include all normal recurring adjustments which the Company believes necessary
for a fair presentation of the statements. The interim operations results are
not necessarily indicative of the results for the full year ended December 31,
2000.
2. Year 2000 Compliance
As of July 31, 2000 the Company has not had or become aware of any significant
problems associated with Year 2000 issues.
3. Additional footnotes included by reference
Except as indicated in Notes above, there have been no other material changes in
the information disclosed in the notes to the financial statements included in
the Company's initial registration statement on Form 10-SB, filed with the
Securities and Exchange Commission on February 8, 2000. Therefore, those
footnotes are included herein by reference.
F-14
<PAGE>
Proforma Financial Statements
Combining
Kelly's Coffee Group, Inc.
and
Witchita Development Corporation
(fka Cyberbotanical, Inc.)
For the years ended
February 29, 2000
and
for the six months ended
August 31, 2000
F-15
<PAGE>
<TABLE>
Kelly's Coffee Group, Inc. Proforma Income Satements
For the six month periods ended
<CAPTION>
Witchita Development
Corp.
Kelly's Coffee Group, Inc. (fka Cyberbotanical, Inc.) Combined
August 30, August 30, August 30, August 30, August 30, August 30,
2000 1999 2000 1999 2000 1999
------------------------------ ---------------- -------------- ------------------------------
<S> <C> <C> <C> <C> <C> <C>
Sales - - - - - -
General & Administrative Expenses 14,664 15,807 9,342 - 24,006 15,807
-------------- ------------- -------------- ----------- ------------- --------------
Income (loss) from operations (14,664) (15,807) (9,342) (24,006)
- (15,807)
Other Income (Expense)
Interest expense (33,727) - - - (33,727) -
Realized gain on sale of 223,599 197,240 - - 223,599 197,240
securities
-------------- ------------- -------------- ----------- -------------- --------------
Total other income (expense) 189,872 197,240 - - 189,872 197,240
Net gain before extraordinary gain 175,208 181,433 (9,342) - 165,866 181,433
Extraordinary gain - debt settlement 757,860 755,270 - - 757,860 755,270
Provision for income taxes - - - - - -
-------------- ------------- -------------- ----------- -------------- --------------
Net Income (Loss) 933,068 936,703 (9,342) - 923,726 936,703
Other comprehensive income
Unrealized holding gains (1,590,814) - - - (1,590,814) -
(losses)
============== ============= ============== =========== =============== =============
Comprehensive income (loss) (657,746) 936,703 (9,342) - (667,088) 936,703
Income (Loss) per share $ 0.02 $ 0.02 $ (0.01) $ - $ 0.02 $ 0.02
Weighted average shares 52,074,427 43,555,736 1,043,000 1,000,000 52,074,427 43,555,736
outstanding
</TABLE>
The accompanying notes are an integral part of these financial statements
F-16
<PAGE>
<TABLE>
Kelly's Coffee Group, Inc. Proforma Income Satements
For the year ended
<CAPTION>
Witchita
Development Corp.
Kelly's Coffee (fka Cyberbotanical, Combined
Group, Inc. Inc.)
February 29, February 29, 2000 February 29,
2000 2000
---------------- ------------------- --------------
<S> <C> <C> <C>
Sales - - -
General & Administrative Expenses 428,022 1,006 429,028
---------------- ------------------- --------------
Income (loss) from operations (428,022) (1,006)
operations (429,028)
Other Income (Expense)
Interest expense (122,448) -
(122,448)
Realized gain on sale of 328,808 - 328,808
investments
---------------- ------------------- --------------
Total other income (expense)
206,360 - 206,360
Net gain before extraordinary gain (1,006)
(221,662) (222,668)
Extraordinary gain -debt settlement 755,270 - 755,270
Provision for income taxes - - -
---------------- ------------------ ---------------
Net Income (Loss) 533,608 (1,006) 532,602
Other comprehensive income, net tax
Unrealized holding gains (losses) (40,724) - (40,724)
================ ================= ===============
Comprehensive income (loss) 492,884 (1,006) 491,878
Income (Loss) per share $ 0.01 $ (0.00) $ 0.01
Weighted average shares outstanding 46,191,938 1,042,822 46,191,938
</TABLE>
The accompanying notes are an integral part of these financial statements
F-17
<PAGE>
Kelly's Coffee Group, Inc
NOTES TO PROFORMA FINANCIAL STATEMENTS
FEBRUARY 29, 2000 AND AUGUST 31, 2000
1. Basis of Presentation
The accompanying estimated financial statements have been prepared by management
in accordance with the instructions in Item 310 (e) of the Securities Exchange
Act and, therefore, do not include all information and footnotes required by
generally accepted accounting principles. The purpose of this presentation is to
combine the financial statements of both entities as if they were one company
throughout the entire period. Since Witchita Development Corporation (fka
Cyberbotanical) and Kelly's Coffee Group, Inc. have different fiscal periods an
attempt has been made to combine the financials of both companies as if they
were both on Kelly's Coffee Group's fiscal schedule. The underlying books of
Witchita Development are kept on a monthly basis and thus the information
presented in these pro-forma financial statements is valid.
For the combination of years ended February 29, 2000, the financial statements
of Witchita Development Corporation for the year ended December 31, 1999 were
used as there was no activity in the first two months of the year for the
company.
F-18