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
Cyberbotanical, Inc.
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(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
0-29383 88-0356200
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(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
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(Registrant's telephone number, including area code)
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ITEM 1. CHANGE IN CONTROL
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Pursuant to an agreement with Kelly's Coffee Group, Inc. ("Kelly's"), a Colorado
corporation, dated August 29, 2000, Kelly's acquire 18,400,000 shares of the
Company's common stock in exchange for a cash payment of $540,554.00, all of
these shares were issued by the Company to Kelly's at the time of the
transaction and the proceeds were used for the acquisition of the real estate
set forth in Item 2 herein. Kelly's is a public reporting company that prior to
this acquisition was primarily engaged in a search for an acquisition or merger
opportunity through which it could acquire on going operations. The Company will
seek to acquire other or additional real estate properties for development and
income production and focus on the area of real estate development as its
primary area of operation and will abandon its plans to seek another company
with which to merge or acquire its operations. Kelly's acquired the funds to
effectuate this purchase from its operating cash income and through a loan in
the amount of $290,000 from CyberAmerica Corporation, a shareholder of the
Company. These funds are to be repaid, with all accrued interest on or before
September 13, 2000.
Richard Surber is the President of the Company, CyberAmerica and Kelly's.
Kelly's board of directors approved the agreement for the acquisition of the
interest in the Company described herein, including the acquisition of the real
property set forth below in Item 2.
This acquisition has reduced the percentage of ownership of the issued and
outstanding shares of the Company's common stock by Richard Surber (1,000,000
shares) to 4.89% and that of CyberAmerica Corporation (1,000,000 shares) to
4.89%. No other party owns an interest in excess of 1% of the issued and
outstanding shares of the Company.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
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On August 29, 2000, the Company entered into an agreement with Kelly's Coffee
Group, Inc. ("Kelly's) to sell to Kellys 18,400,000 newly issued shares of the
Company's common stock in exchange for a cash payment of $540,554.00. These
funds were to be used to acquire a building known as the Board of Trade
Building, located at 120 Market Street in Wichita Kansas. This provides Kelly's
with ownership of not less than 90% of the issued and outstanding shares of the
Company's common stock.
The seller of the building was Board of Trade Center LLC, a Kansas limited
liability company. The building is a 50,000 square foot, eight story office
building located in the central business district of
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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.
This real estate acquisition is expected to provide the company with positive
earnings and operations that will help to fund the future expansion and provide
operating capital for the Company.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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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 Statement of operations for the Board of Trade Building. (To be
filed within 60 days of the filing hereof).
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.
Cyberbotanical, Inc.
Signature Date
By: /s/ Richard Surber September 12, 2000
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Name: Richard Surber
Title: President
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