SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
POST-EFFECTIVE AMENDMENT
NUMBER ONE
OF
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)
(801) 575-8073
(Issuer's Telephone Number, Including Area Code)
The Corporation Company, 1675 Broadway, Denver CO 80202, (303) 629-2500
-----------------------------------------------------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale of the securities to the
public: From time to time after the effective date of this Registration
Statement, as determined by market conditions.
<PAGE>
Reoffering Prospectus
250,000 SHARES
Kelly's Coffee Group, Inc.
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
(801) 575-8073
COMMON STOCK
This reoffering prospectus relates to the sale of 250,000 shares of our
common stock owned by the President of the company which we are registering on
his behalf. This shareholder may sell the shares through agents, broker-dealers
or underwriters, and on terms determined at the time of sale. To the extent
required, we will provide you with a supplement to this prospectus with specific
information regarding:
o the shares to be sold;
o the public offering price; and
o the names of any agent, broker-dealer, or underwriter through which
these shares are sold, and any applicable commission or discount.
The shareholder selling shares under this registration statement reserves
the sole right to accept or reject, in whole or in part, any proposed sale of
the shares.
The Company will not receive any proceeds from the sale of shares under
this registration statement. All proceeds will go directly to the selling
shareholder.
The Company's common stock trades are reported on the NASD OTC:BB under the
symbol "KLYS", the closing price per share of the common stock was reported as
$1.031 on March 10, 2000.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
PASSED UPON THE
ADEQUACY OF ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is March 10, 2000.
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<PAGE>
TABLE OF CONTENTS
Available Information.................................................3
Incorporation by Reference............................................4
The Company...........................................................5
Risk Factors..........................................................5
Use of Proceeds.......................................................9
Selling Shareholder...................................................9
Plan of Distribution.................................................10
Signatures...........................................................11
AVAILABLE INFORMATION
The Company must comply with the informational requirements of the
Securities Exchange Act of 1934 and its rules and regulations. Under the
Exchange Act, the company must file reports, proxy statements, and other
information with the Securities and Exchange Commission. Copies of these
reports, proxy statements, and other information can be inspected and copied at:
Public Reference Room
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
or at the public reference facilities of the regional offices of the Commission
at:
500 West Madison Street, Suite 1400
Chicago, Illinois 60661-2511
or at:
7 World Trade Center, Suite 1300
New York, N.Y. 10048-1102
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<PAGE>
You may obtain information on the operation of the Public Conference Room
by calling the Commission at 1-800-SEC-0330. You may also obtain copies of the
Company materials by mail at prescribed rates from:
Public Reference Section
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0004
Finally, you may obtain these materials electronically by accessing the
Commissions site on the Internet at:
http://www.sec.gov
Under the Securities Act of 1933, the Company has filed with the Commission
a registration statement on Form S-8 regarding the shares offered by this
prospectus. This prospectus does not contain all of the information contained in
the Form S-8 registration statement, some portions of which we have omitted
pursuant to Commission rules and regulations.
The Company will promptly provide you, without charge, a copy of any and
all of the information that it has incorporated by reference in this prospectus
upon your written or oral request to:
Kelly's Coffee Group, Inc.
Attention: Corporate Information
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
INFORMATION INCORPORATED BY REFERENCE
The Commission allows the Company to "incorporate by reference" the
information we file with them, which means that the Company can disclose
important information to you by referring you to other documents. The
information that the Company incorporates by reference is an important part of
this prospectus, and later information that the Company files with the
Commission automatically will update and supersede this information.
The Company incorporates by reference into this prospectus the following
documents and information filed with the Commission:
o Quarterly Reports on Form 10-QSB/A, for the quarter ended November 30,
1999, Form 10- QSB for the quarter ended August 31, 1999 and Form
10-QSB for the quarter ended May 31, 1999.
o Annual Report on Form 10-KSB for the year ended February 28, 1999.
o Form S-8 dated January 26, 2000, relating to the issuance of the
securities referred to by this document.
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<PAGE>
Finally, the Company incorporates by reference any future filings that is makes
with the Commission under Sections 13(a), 13(c), 14, or 15(d) of the Exchange
Act after the date of this reoffering prospectus and before the filing of a
post-effective amendment (which indicates that all securities have been sold or
which deregisters all securities then remaining unsold). Such documents are a
part of this prospectus from the date of its filing.
THE COMPANY
General
The Company was incorporated under the laws of the State of Colorado on April
20, 1987. The Company has undergone several name changes since its organization.
The Company has also been involved in several business activities, all of which
have been discontinued. The Company's principle business activity from December
1995 to February of 1998 was the manufacture of store fixtures, showcases and
other speciality items for jewelers and other retailers. The Company decided to
discontinue its manufacturing and distribution of store fixtures due to a lack
of funding and increased losses on February 28, 1998. The Company is currently a
shell company whose purpose will be to acquire operations through an acquisition
or merger.
RISK FACTORS
No Revenue And Limited Assets
The Company has no revenues or earnings from operations. The Company has the
below listed investment securities that are subject to high levels of market
volatility and limited market ability for sale or disposition. The Company will,
in all likelihood, continue to sustain operating expenses without corresponding
revenues, at least until the consummation of a business combination. This may
result in the Company incurring a net operating loss which will increase
continuously until the Company can consummate a business combination with a
profitable business opportunity. There is no assurance that the Company can
identify such a business opportunity or consummate such a business combination.
The Company also has accounts payable reflected on its books in an amount of
approximately $950,000, the age and validity of these accounts has not been
finally determined and the potential effect of statute of limitations on such
obligations has also not yet been determined.
<TABLE>
<CAPTION>
Investment Securities:
Company Name Number of Shares Purchase Price Market Price 3/10/00
<S> <C> <C> <C>
AmeriResources 27,000,000 (Restricted) $100,000 $0.281/share
(OTCBB:ARET.OB)
Eagle Wireless 100,000 (Restricted) $100,000 $17.75/share
(AMEX:EAG)
Liberty Mint Ltd New 12,500 $4.6376/share $1.0625/share
(OTCBB:LBMN.OB)
Trans Energy, Inc. 5,000 $0.488812/share $0.19/share
(OTCBB:TSRG.OB)
HeathWatch, Inc. 36,001 (Retricted) $68,000 $7.75/share
(OTCBB:HEAL.OB)
</TABLE>
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<PAGE>
Speculative Nature Of Company's Proposed Operations
The success of the Company's proposed plan of operation will depend to a great
extent on the operations, financial condition and management of the identified
business opportunity. While management intends to seek business combination(s)
with entities having established operating histories, there can be no assurance
that the Company will be successful in locating candidates meeting such
criteria. In the event the Company completes a business combination, of which
there can be no assurance, the success of the Company's operations may be
dependent upon management of the successor business and numerous other factors
presently beyond the Company's control.
Scarcity Of And Competition For Business Opportunities And Combinations
The Company is and will continue to be an insignificant participant in the
business of seeking mergers, joint ventures and acquisitions of small private
entities. A large number of established and well-financed entities, including
venture capital firms, are active in mergers and acquisitions of companies which
may be desirable target candidates for the Company. Nearly all such entities
have significantly greater financial resources, technical expertise and
managerial capabilities than the Company and, consequently, the Company will be
at a competitive disadvantage in identifying possible business opportunities and
successfully completing a business combination. Moreover, the Company will also
compete in seeking merger or acquisition candidates with numerous other small
public companies.
No Agreement For Business Combination Or Other Transaction - No Standards For
Business Combination
The Company has no arrangement, agreement or understanding with respect to
engaging in a merger with, joint venture with or acquisition of, a private or
public entity. There can be no assurance the Company will be successful in
identifying and evaluating suitable business opportunities or in concluding a
business combination. Management has not identified any particular industry or
specific business within an industry for evaluation by the Company. There is no
assurance the Company will be able to negotiate a business combination on terms
favorable to the Company. The Company has not established a specific length of
operating history or a specified level of earnings, assets, net worth or other
criteria which it will require a target business opportunity to have achieved,
and without which the Company would not consider a business combination in any
form with such business opportunity. Accordingly, the Company may enter into a
business combination with a business opportunity having no significant operating
history, losses, limited or no potential for earnings, limited assets, negative
net worth or other negative characteristics.
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<PAGE>
Continued Management Control, Limited Time Availability
While seeking a business combination, Richard Surber, President of the Company
anticipates devoting substantial time every month to the business of the
Company. Richard Surber will be the only individual responsible for conducting
the day to day operations of the company including searches, evaluations, and
negotiations with potential merger or acquisition candidates. The Company has
not entered into any written employment agreement with Richard Surber and is not
expected to do so in the foreseeable future. The Company has not obtained key
man life insurance on Richard Surber. The loss of the services of Richard Surber
would adversely affect development of the Company's business and its likelihood
of continuing operations.
Conflicts Of Interest - General
Richard Surber may participate in business ventures which could be deemed to
compete directly with the Company. Richard Surber is serving as officer and
director of a number of other "blank check" companies. Additional conflicts of
interest and non-arms length transactions may also arise in the future in the
event the Company's current and future officers or directors are involved in the
management of any firm with which the Company transacts business. Management has
adopted a policy that the Company will not seek a merger with, or acquisition
of, any entity in which management serve as officers, directors or partners, or
in which they or their family members own or hold any ownership interest.
Lack Of Market Research Or Marketing Organization
The Company has neither conducted, nor have others made available to it, results
of market research indicating that market demand exists for the business
strategy contemplated by the Company. Moreover, the Company does not have, and
does not plan to establish, a marketing organization. Even in the event demand
is identified for a merger or acquisition contemplated by the Company, there is
no assurance the Company will be successful in completing any such business
combination.
Lack Of Diversification
The Company's proposed operations, even if successful, will in all likelihood
result in the Company engaging in a business combination with a business
opportunity. Consequently, the Company's activities may be limited to those
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<PAGE>
engaged in by the business opportunity with which the Company merges or
acquires. The Company's inability to diversify its activities into a number of
areas may subject the Company to economic fluctuations within a particular
business or industry and therefore increase the risks associated with the
Company's operations.
Regulation
Although the Company will be subject to regulation under the Securities Exchange
Act of 1934, management believes the Company will not be subject to regulation
under the Investment Company Act of 1940, insofar as the Company will not be
engaged in the business of investing or trading in securities. In the event the
Company engages in business combinations which result in the Company holding
passive investment interests in a number of entities, the Company could be
subject to regulation under the Investment Company Act of 1940. In such event,
the Company would be required to register as an investment company and could be
expected to incur significant registration and compliance costs. The Company has
obtained no formal determination from the Securities and Exchange Commission as
to the status of the Company under the Investment Company Act of 1940 and,
consequently, any violation of such Act would subject the Company to material
adverse consequences.
Probable Change In Control And Management
A business combination involving the issuance of the Company's Common Shares
will, in all likelihood, result in shareholders of a private company obtaining a
controlling interest in the Company. Any such business combination may require
management of the Company to sell or transfer all or a portion of the Company's
Common Shares held by them, or resign as members of the Board of Directors of
the Company. The resulting change in control of the Company could result in the
removal of Richard Surber and a corresponding reduction in or elimination of his
participation in the future affairs of the Company.
Potential Reduction Of Percentage Share Ownership Following Business Combination
The Company's primary plan of operation is based upon a business combination
with a private concern which, depending on the terms of merger or acquisition,
may result in the Company issuing securities to shareholders of any such private
company. The issuance of previously authorized and unissued Common Shares of the
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<PAGE>
Taxation
Federal and state tax consequences will, in all likelihood, be major
considerations in any business combination the Company may undertake. Currently,
such transactions may be structured so as to result in tax-free treatment to
both companies, pursuant to various federal and state tax provisions. The
Company intends to structure any business combination so as to minimize the
federal and state tax consequences to both the Company and the target entity;
however, there can be no assurance that such business combination will meet the
statutory requirements of a tax-free reorganization or that the parties will
obtain the intended tax-free treatment upon a transfer of stock or assets. A
non-qualifying reorganization could result in the imposition of both federal and
state taxes which may have an adverse effect on both parties to a transaction.
Requirement Of Audited Financial Statements May Disqualify Business
Opportunities
Section 13 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"), require companies subject thereto to provide certain information about
significant acquisitions, including audited financial statements for the company
acquired, covering one, two or three years, depending on the relative size of
the acquisition. The time and additional costs that may be incurred by some
target entities to prepare such statements may preclude consummation of an
otherwise desirable acquisition by the Company. Acquisition prospects that do
not have or are unable to obtain the required audited financial statements may
not be appropriate for acquisition so long as the reporting requirements of the
1934 Act are applicable.
USE OF PROCEEDS
The proceeds from the sale of the shares offered by this prospectus are
solely for the shareholder who currently owns and is selling the shares. The
Company will not receive any of the proceeds from the sale of these shares.
Company would result in reduction in percentage of shares owned by present and
prospective shareholders of the Company and may result in a change in control or
management of the Company.
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<PAGE>
SELLING SHAREHOLDER
The following information regarding the beneficial ownership of the selling
shareholder as of March 10, 2000.
Richard Surber Shares owned before the offering: 24,322,570
Shares being offered 250,000
Shares owned after the offering 24,072,570
Richard Surber, President of the Company, acquired the majority of his
shares from the company in exchange for various services, including the
preparation and filing of various documents required by the Securities and
Exchange Commission, dealing with shareholders questions and requests for
information, settlement of debt and other executive responsibilities as an
officer of the Company.
PLAN OF DISTRIBUTION
The shares covered by this prospectus may be offered and sold from time to
time by the selling shareholder or by his pledgees, donees, transferees, and
other successors in interest. The selling shareholder will act independently of
the Company in making decisions with respect to the timing, manner, and size of
each sale. The selling shareholder has not entered into any agreement,
arrangement, or understanding with any particular broker or market maker that
will participate in the offering.
The selling shareholder may sell shares in any of the following
transaction:
o through broker-dealers;
o through agents; or
o directly to one or more purchasers.
From time to time, the selling shareholder may sell his shares in one
or more transactions in the over-the-counter market, or in privately negotiated
transactions at market prices, or at the time of sale, at prices related to such
prevailing market prices, or at negotiated prices. In addition, any shares
covered by this prospectus which qualify for sale under Rule 144 of the
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<PAGE>
Securities Act may be sold under Rule 144 rather than under this prospectus.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that is has reasonable grounds to believe that it has prepared this
document in accordance with Part 1 of Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Salt Lake, State of Utah, on March 10, 2000.
Kelly's Coffee Group, Inc.
By:/s/ Richard Surber
------------------
Richard Surber, President
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.
Signatures Title
- ---------- -----
/s/ Richard Surber
- --------------------- President and Director
Richard Surber
/s/ Wayne Newton
- --------------------- Controller
Wayne Newton
/s/ Kevin J. Schillo
- --------------------- Director
Kevin J. Schillo
/s/ David M. Wolfson
- --------------------- Director
David M. Wolfson
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