UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
CURRENT REPORT
PURSUANT TO SECTION 14(C)
of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report: February 5, 2002
Kellys Coffee Group, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
33-2128D 84-1062062
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SEC File Number) (IRS Employer Identification Number)
c/o, Richard D. 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)
We Are Not Asking You For a Proxy
AND
You Are Requested Not to Send Us A Proxy
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2))
[ ] Definitive Information Statement
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Kellys Coffee Group, Inc.
(Name of Registrant as Specified in its Charter)
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Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14(c)-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: 0
4) Proposed maximum aggregate value of transaction: 0
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of
its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration No.:
3) Filing Party:
4) Date Filed
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Kellys Coffee Group, INC.
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
Notice of Action by Written Consent
of a Majority of the Outstanding Common Stock
taken prior to March 31, 2002
To the Stockholders of Kellys Coffee Group, Inc.:
Notice is hereby given that upon Written Consent by the holders of a majority of
the outstanding shares of common stock of Kellys Coffee Group, Inc. (the
"Company"), to amend its Articles of Incorporation to change the name of the
Company to " Nexia Holdings, Inc. " and to file such an amendment with the State
of Nevada. The change will be effective on final effectiveness of this filing
and is expected to be on or about March 15, 2002
Only stockholders of record at the close of business on February 15, 2002 shall
be given Notice of the Action by Written Consent. The Company is not soliciting
proxies.
By Order of the Board of Directors
/s/ Richard D. Surber
----------------------------------------------------
Richard D. Surber, President and Director
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This information statement is being furnished to all holders of the common stock
of the Company in connection with the Action by Written Consent to amend the
Company's Articles of Incorporation.
ITEM 1.
INFORMATION STATEMENT
This information statement is being furnished to all holders of the common stock
of Kellys Coffee Group, Inc., a Nevada Corporation ("Kellys"), in connection
with resolutions of the Board of Directors and the written consent of
stockholders of in excess of 50% of the common stock of Kellys providing for an
amendment to Kellys 's Articles of Incorporation to change the name of the
Company to "Nexia Holdings, Inc." This action is being taken to facilitate and
reflect the business operations of the Company.
The Board of Directors and persons owning the majority of the outstanding voting
securities of Kellys have unanimously adopted, ratified and approved resolutions
to effect the change in name. No other votes are required or necessary. See the
caption "Vote Required for Approval," below. The Amendments will be filed and is
expected to become effective on or about March 15, 2002.
The Form 10-KSB filed by Kellys with the Securities and Exchange Commission may
be viewed on the Securities and Exchange Commission's web site at www.sec.gov in
the Edgar Archives. Kellys is presently "current" in the filing of all reports
required to be filed by it. See the caption "Additional Information," below.
DISSENTER'S RIGHTS OF APPRAISAL
The Nevada Revised Statutes ("the Nevada Law") do not provide for dissenter's
rights of appraisal in connection with the Recapitalization.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Board of Directors has fixed the close of business on February 15, 2002 as
the record date for the determination of the common shareholders entitled to
notice of proposed action by written consent.
At the record date, the Company will have outstanding 103,964,427 shares of
$0.001 par value common stock. The Company's officers, directors and principal
shareholders will own or control in the aggregate greater than
50% of the issued and outstanding shares of Common Stock on the Record Date,
these persons have signed a consent to the taking of this action. This consent
will be sufficient, without any further action, to provide the necessary
stockholder approval of the action.
SECURITY OWNERSHIP OF EXECUTIVE OFFICERS, DIRECTORS AND FIVE PERCENT
STOCKHOLDERS
The following table sets forth information about the beneficial ownership of the
Company's Common Stock, (no shares of preferred stock are outstanding) as will
exist on February 15, 2002 by (i) each person who is known by the Company to own
beneficially more than five percent (5%) of the outstanding shares of Common
Stock; (ii) each of the Company's named Executive Officers and Directors; and
(iii) all Directors and Executive Officers as a group:
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Title of Class Name and Address of Beneficial Amount and Nature of Percent of Class
Ownership Beneficial Ownership1
Common Richard Surber 63,772,540 61.34%
Stock 268 West 400 South, Suite 300 Legal & Beneficial(1)
Salt Lake City, Utah 84101
Common Hudson Consulting Group, Inc. 3,904,720 3.76%
Stock 268 West 400 South, Suite 300 Legal
Salt Lake City, Utah 84101
Common Oasis International Hotel & 3,133,620 3.01%
Stock Casino, Inc. Legal
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
Common Axia Group, Inc. 57,223,340 55.04%
Stock 268 West 400 South, Suite 300 Legal & Beneficial(1)
Salt Lake City, Utah 84101
Common All Officers and Directors, as a 63,772,540 61.34%
Stock Group Legal & Beneficial(1)
VOTE REQUIRED FOR APPROVAL
Section 78.385 of the Nevada Revised Statutes provides an outline of the scope
of the amendments of the Articles of Incorporation allowed a Nevada Corporation.
This includes the amendments discussed herein. The procedure and requirements to
effect an amendment to the Articles of Incorporation of a Nevada corporation are
set forth in Section 78.390. Section 78.390 provides that proposed amendments
must first be adopted by the Board of Directors and then submitted to
shareholders for their consideration at an annual or special meeting and must be
approved by a majority of the outstanding voting securities.
Section 78.320 of the Nevada Revised Statutes provides that any action required
to be taken at a special or annual meeting of the stockholders of a Nevada
corporation may be taken by written consent, in lieu of a meeting, if the
consent is signed by stockholders owning at least a majority of the voting
power.
The Board of Directors of Kellys Coffee Group, Inc. and persons owning and
having voting power in excess of 50% of the outstanding voting securities of
Kellys intend to adopt, ratify and approve the change in the name of Kellys
.(see the heading "Voting Securities and Principal Holders Thereof" above). No
further votes are required or necessary to effect the proposed amendment.
The securities that would have been entitled to vote if a meeting was required
to be held to amend the Company's Articles of Incorporation consist of
103,964,427 shares of issued and outstanding shares of the Company's $0.001
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1The shares owned by Oasis International Hotel & Casino and Hudson Consulting
Group, Inc., are attributed to Axia Group, Inc. because these companies are
subsidiaries of Axia Group, Inc. All of the Axia Group, Inc. shares are
attributed to Richard D. Surber, the president and a director of Axia Group,
Inc.
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par value common voting stock outstanding on February 15, 2002, the record date
for determining shareholders who would have been entitled to notice of and to
vote on the proposed amendment to Kellys' Articles of Incorporation.
ITEM 2.
STATEMENT THAT PROXIES ARE NOT SOLICITED
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY
ITEM 3.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, associate of any director, executive officer or
nominee or any other person has any substantial interest, direct or indirect, by
security holdings or otherwise, in the proposed amendment to Kellys 's Articles
of Incorporation or in any action covered by the related resolutions adopted by
the Board of Directors, which is not shared by all other stockholders.
ADDITIONAL INFORMATION
Additional information concerning Kellys , including its Form 10-KSB statement,
which has been filed with the Securities and Exchange Commission, may be
accessed through the EDGAR archives, at www.sec.gov and is incorporated herein
by reference.
Dated: February 5, 2002
By Order of the Board of Directors
/s/ Richard D. Surber
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Richard D. Surber, President & Director
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Exhibit "A"
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION OF
Kellys Coffee Group, Inc.
Pursuant to Section 78.320 of the Nevada Revised Statutes, the undersigned
persons, desiring to amend the Articles of Incorporation of Kellys Coffee Group,
Inc., under the laws of the State of Nevada, do hereby sign, verify, and deliver
to the Office of the Secretary of State of the State of Nevada this Amendment to
the Articles of Incorporation for the above-named company (hereinafter referred
to as the "Corporation"):
Pursuant to the provisions of Section 78.320, the amendment contained
herein was duly approved and adopted by a majority of shareholders and by the
board of directors of the Company.
FIRST: The Articles of Incorporation of the Corporation were first filed
and approved by the Office of the Secretary of State of the State of Nevada on
February 15, 1996
SECOND: The following amendment to change the name of the Corporation to
Nexia Holdings, Inc., was adopted by 63,772,540 shares, or 61.34 %, of the
103,964,427 issued and outstanding shares of common stock entitled to approve
such amendment.
THIRD: Article First of the Articles of Incorporation of the Corporation is
amended and stated in its entirety to read as follows:
"FIRST: The name of the Company shall be Nexia Holdings, Inc.
DATED this day of March, 2002.
/s/ Richard D. Surber
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Richard D. Surber, President, and Director
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