U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 4 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP o Check this box if no longer subject to Section 16. Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 Form 4 or Form 5 obligations may continue. See Instruction 1(b). 1. Name and Address of Reporting Person: Richard D. Surber 268 West 400 South - Suite 300 Salt Lake City, Utah 84101 2. Issuer Name and Ticker or Trading Symbol: Kelly's Coffee Group, Inc. OTC-Bulletin Board Symbol = KLYS 3. IRS or Social Security Number of Reporting Person (Voluntary): 4. Statement for Month/Year: January 2001 5. If Amendment, Date of Original(Month/Year): 6. Relationship of Reporting Person to Issuer (Check all applicable): __X___ Director __X_____10% Owner __X___ Officer(give title below) ________Other (specify below) Surber owns 14.1% and has beneficial ownership of an additional 14.6% (as President of companies owning said shares) for a total of 28.7%. Surber is President and Director of Kelly's Coffee Group, Inc. Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security 2. Transaction 3. Transaction 4. Securities Acquired (A) 5. Amount of 6. Ownership 7. Nature (Instr. 3) Date Code or Disposed of (D) Securities Form: of Indirect (Month/Day/Year) (Instr. 8) (Instr. 3, 4 and 5) Beneficially Direct (D) or Beneficial Owned at End Indirect (I) Ownership of Month (Instr. 4) (Instr. 4) (Instr. 3 and 4) (A) or Code V Amount (D) Price Common Stock January 9, 2001 S 50,000 D $0.0300 15,060,340 D Common Stock January 11, 2001 S 25,000 D $0.0278 15,060,340 D Common Stock January 11, 2001 S 70,000 D $0.0300 15,060,340 D Common Stock January 11, 2001 S 20,000 D $0.0340 15,060,340 D Common Stock January 12, 2001 S 50,000 D $0.0340 15,060,340 D Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. (Over) (Print or Type Responses) SEC 1474 (8-92) FORM 4(continued) Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of 2. Conversion or 3. Transaction 4. Trans- 5. Number of 6. Date 7. Title and 8. Price Derivative Exercise Price of Date (Month/ action Derivative Exercisable and Amount of of Security Derivative Day/Year) Code Securities Expiration Date Underlying Deriv- (Instr. 3) Security (Instr. 8) Acquired (A) or (Month/ Securities ative Disposed of (D) Day/Year) (Instr. 3 and 4) Security (Instr. 3, 4,& 5) (Instr.5) Date Expir- Amt.. or Code V (A) (D) Exer- ation Title No.of cisable Date Shares Table II (continued) 9. Number 10.Owner- 11. Nature of ship Form of Derivative of Indirect Securities Derivative Beneficial Beneficially Security: Owner- Owned at Direct (D) ship End of or Indirect (Instr. 4) Month (I) (Instr. 4) (Instr. 4 Explanation of Responses: ** Intentional misstatements or omission of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). /s/Richard D. Surber February 8, 2001 ------------------------- ------------- **Signature of Richard D. Surber Date Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, See Instruction 6 for procedure. Page 2 SEC 1474 (8-92)