UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
AMENDED CURRENT REPORT
PURSUANT TO SECTION 14(C)
of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report: February 27, 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
---------- ----------
(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:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2)
[X] Definitive Information Statement
1
-------------------
Kellys Coffee Group, Inc.
-------------------------
(Name of Registrant as Specified in its Charter)
--------------------
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
2
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., a Nevada
corporation ("Kellys"), Kellys intends 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 20, 2002
Only stockholders of record at the close of business on February 27, 2002 shall
be given Notice of the Action by Written Consent. Kellys is not soliciting
proxies.
By Order of the Board of Directors
--------------------------------
Richard D. Surber, President and Director
3
This information statement is being furnished to all holders of the common stock
of Kellys in connection with the Action by Written Consent to amend Kellys'
Articles of Incorporation.
ITEM 1.
INFORMATION STATEMENT
This information statement is being furnished to all holders of the common stock
of 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' Articles of Incorporation to change
its name to "Nexia Holdings, Inc." This action is being taken to facilitate and
reflect the business operations of Kellys.
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 amendment to Kellys' Articles
of Incorporation will be filed and are expected to become effective on or about
March 20, 2002 (See Exhibit "A" attached hereto).
The Form 10-KSB filed by Kellys with the Securities and Exchange Commission
("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 a name change.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Board of Directors has fixed the close of business on February 27, 2002 as
the record date for the determination of the common shareholders entitled to
notice of the proposed action by written consent.
At the record date, Kellys had outstanding 309,969,427 shares of $0.001 par
value common stock. Kellys' officers, directors and principal shareholders 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
Kellys' Common Stock, (no shares of preferred stock are outstanding) as of
February 27, 2002 by (i) each person who is known by Kellys to own beneficially
more than five percent (5%) of the outstanding shares of common stock; (ii) each
of Kellys' named executive officers and directors; and (iii) all directors and
executive officers as a group:
4
Title of Class Name and Address of Beneficial Amount and Nature of Percent of Class
Ownership Beneficial Ownership1
- ------------------ ------------------------------ --------------------- -----------------
Common Richard Surber 269,292,540 86.9%
Stock 268 West 400 South, Suite 300 Legal & Beneficial(1)
Salt Lake City, Utah 84101
- ------------------ ------------------------------ --------------------- -----------------
Common Hudson Consulting Group, Inc. 3,904,720 3.4%
Stock 268 West 400 South, Suite 300 Legal
Salt Lake City, Utah 84101
- ------------------ ------------------------------ --------------------- -----------------
Common Oasis International Hotel & 3,133,620 2.7%
Stock Casino, Inc. Legal
268 West 400 South, Suite 300
Salt Lake City, Utah 84101
- ------------------ ------------------------------ --------------------- -----------------
Common Axia Group, Inc. 262,743,340 84.7%
Stock 268 West 400 South, Suite 300 Legal & Beneficial(1)
Salt Lake City, Utah 84101
- ------------------ ------------------------------ --------------------- -----------------
Common All Officers and Directors, as a 269,292,540 86.9%
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 and persons owning and having voting power in
excess of 50% of the outstanding voting securities of Kellys have adopted,
ratified and approved 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 Kellys' Articles of Incorporation, consist of 309,969,427
shares of issued and outstanding shares of Kellys' $0.001 par value
- --------
(1)The 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,
5
Inc. common voting stock outstanding on February 27, 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 27, 2002
By Order of the Board of Directors
/s/ Richard D. Surber
-------------------------------
Richard D. Surber, President & Director
6
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 "Company"):
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 Kellys.
FIRST: The Articles of Incorporation of the Company were first filed and
approved by the Office of the Secretary of State of the State of Nevada on
August 3, 2000.
SECOND: The following amendment to change the name of the Company to Nexia
Holdings, Inc., was adopted by 269,292,540 shares, or 86.9 %, of the issued and
outstanding shares of common stock entitled to approve such amendment.
THIRD: Article First of the Articles of Incorporation of the Company is
amended and stated in its entirety to read as follows:
"FIRST: The name of the Company shall be Nexia Holdings, Inc.
DATED this 20th day of March, 2002.
/s/ Richard D. Surber
- ------------------------------
Richard D. Surber, President, and Director
7