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)
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 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).
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 September 12, 2000
--------------------------
Name: Richard Surber
Title: President
3
