KELLYS COFFEE GROUP INC
8-K/A, 2000-11-13
BLANK CHECKS
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                                  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





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