KELLYS COFFEE GROUP INC
NT 10-K, 2000-05-26
BLANK CHECKS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

             [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [] Form 10-Q



For Period Ended: February 29, 2000                    SEC FILE NUMBER 000-27691
                                                       CUSIP NUMBER 38114T 10 9
[ ]  Transition  Report  on Form  10-K [ ]  Transition  Report  on Form 20-F [ ]
Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition
Report on Form N-SAR For Period Ended:

Nothing  in this  form  shall be  construed  to imply  that the  Commission  has
verified any information contained herein.

If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates: Entire Form 10-K

Part I - Registrant Information

         Full Name of Registrant                   Kelly's Coffee Group, Inc.
                                                   --------------------------

         Former Name if Applicable                          N/A
                                                            ---

         Address of Principal Executive Office:
                  268 West 400 South, Suite 300
                  Salt Lake City, Utah 84101

Part II--RULES 12b-25 (b) AND (c)

         If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b) the following
should be completed. (Check box if appropriate)

     (a)  The reasons  described in  reasonable  detail in Part III of this form
          could not be eliminated without unreasonable effort or expense;

[X]  (b)  The subject annual report,  semi-annual  report,  transition report on
          Form 10-K,  Form 2-F, 11- F, or From N-SAR, or portion thereof will be
          filed on or before the fifteenth calendar day following the prescribed
          due date; or the subject quarterly report or transition report on Form
          10-Q, or portion thereof will be filed on or before the fifth calendar
          day following the prescribed due date; and


<PAGE>



     (c)  The accountant's statement or other exhibit required by Rule 12b-25(c)
          has been attached if applicable.

Part III - Narrative

         State below in reasonable detail the reasons why form 10-K, 11-K, 20-F,
10-Q or N-SAR or portion  thereof could not be filed within the prescribed  time
period.

         The Company has recently been involved in attempts to  restructure  and
satisfy its debts and has had its major  emphasis on solving its debt  problems.
Because of the time and resources dedicated to the debt resolution problems, the
Company  will be unable to complete  the Form 10-KSB on a timely  basis  without
unreasonable effort or expense.

Part IV - Other Information

         (1)      Name  and  telephone  number of person to contact in regard to
                  this notification.

                      Richard D. Surber     President         (801) 575-8073
                      ----------------------------------------------------------
                      (Name)                 (Title)         (Telephone Number)

         (2)      Have all other periodic  reports  required under section 13 or
                  15(d) of the Securities  Exchange Act of 1934 or section 30 of
                  the Investment Company Act of 1940 during the 12 months or for
                  such shorter  period that the  registrant was required to file
                  such  report(s)  been  filed?  If the  answer if no,  identify
                  report(s).

                          (X) Yes  ( )  No

         (3)      Is it anticipated  that any  significant  change in results of
                  operations from the  corresponding  period for the last fiscal
                  year  will  be  reflected  by the  earnings  statements  to be
                  included in the subject report or portion thereof?

                          ( ) Yes  (X) No

                  If so, attach an explanation of the anticipated  change,  both
                  narrative and quantitatively,  and, if appropriate,  state the
                  reasons why a  reasonable  estimate  of the results  cannot be
                  made - Corporate offices and management changes.

                          N/A


                           Kelly's Coffee Group, Inc.
- --------------------------------------------------------------------------------
                  (Name of Registrant as specified in Charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.


Date: May 26, 2000                          By:/s/Richard D. Surber
      ---------------                         ------------------------------
                                              Name:  Richard D. Surber
                                              Title: President




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