KELLYS COFFEE GROUP INC
8-K, 2000-09-12
BLANK CHECKS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(d)
                                     of the
                         SECURITIES EXCHANGE ACT OF 1934

                       Date of Report: September 12, 2000

                           Kelly's Coffee Group, Inc.
                           --------------------------
             (Exact name of registrant as specified in its charter)

                                    Colorado
         (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)




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<PAGE>



ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS

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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  is expected to be 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 is 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 90% 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.

10(ii) Financial  Statements for Kelly's Coffee Group,  Inc. (To be filed within
     60 days of the filing hereof).



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<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                      September 12, 2000
   --------------------------
Name:    Richard Surber
Title:   President










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