USA: Kelly's Coffee Announces Change of Domicile to State of Nevada
The holders of 28,247,903 of the 51,966,427 issued and outstanding shares of the company on the record date were present at the meeting in person or by proxy.
Of these 28,247,903 shares, 27,301,649 shares, or 97 percent, voted in favor of the change in domicile. 837,794 shares, three percent, voted against the resolution to change the company's domicile. 108,460 shares, less than one percent, abstained from the voting.
The 27,301,649 shares voting in favor of the change of domicile represent 53 percent of the total issued and outstanding shares of the corporation.
Pursuant to the resolution adopted by the shareholders on Sept. 20, 2000, Articles of Merger, merging Kelly's Coffee Group Inc., a Colorado corporation into Kelly's Coffee Group Inc., a Nevada corporation will be filed with the secretary of state of Nevada, and with the secretary of state of Colorado.
The filing of the Articles of Merger will effect a change in the legal domicile of Kelly's Coffee Group Inc. However, the merger will not result in any change in the company's name, business, management, location of its principal executive offices, assets, liabilities or net worth (other than as a result of the costs incident to the merger, which are immaterial).
Company management, including all directors and officers, will remain the same. The company's common stock will continue to trade without interruption on the Over the Counter Bulletin Board of the National Association of Securities Dealers under the symbol KLYS.
As part of the redomiciling of the corporation in the state of Nevada, each share of the company's issued and outstanding common stock will automatically be converted into one fully paid and nonassessable share of common stock, $0.0001 par value per share, of the Nevada corporation.
The company does not intend to issue new stock certificates to shareholders of record as a result of the change of domicile.
Instead, each certificate representing issued and outstanding shares of common stock immediately prior to the effective date of the filing of the Articles of Merger will evidence ownership of the shares of common stock of the Nevada corporation after the effective date of the merger.
The company anticipates that delivery of existing certificates of Kelly's Coffee Group Inc. common stock will constitute "good delivery" of shares of common stock of the Nevada corporation in transactions on the Over the Counter Bulletin Board of the National Association of Securities Dealers after the merger.
PLEASE NOTE: Shareholders need not exchange their existing stock certificates for stock certificates of the Nevada corporation.
However, after consummation of the merger, any shareholders desiring new stock certificates representing common stock of the Nevada corporation may submit their existing stock certificates to Corporate Stock Transfer Inc., the corporation's transfer agent for cancellation, and obtain new certificates.
A number of statements contained in this press release are forward-looking statements.
These forward-looking statements involve a number of risks and uncertainties, including the timely development, and market acceptance, of products and technologies, competitive market conditions, successful integration of acquisitions, and the ability to secure additional sources of financing.
The actual results that Kelly's Coffee Group Inc. may achieve may differ materially from any forward-looking statements due to such risks and uncertainties. Management strongly recommends that you read this press release in conjunction with its most recent Form 10-QSB and Form 10-KSB, as well as its other public disclosure documents, which can be viewed at http://www.sec.gov.
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