SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER

                           THE SECURITIES ACT OF 1933
                           ---------------------------

                           Kelly's Coffee Group, Inc.
                           --------------------------
             (Exact name of registrant as specified in its charter)

            Colorado                                     84-1062062
           ----------                                   ----------
  (State or other jurisdiction of           (I.R.S. Employer Identification No.)
  incorporation or organization)

                  268 West 400 South, Salt Lake City, UT 84101
                  --------------------------------------------
                    (Address of principal executive offices)

              2000 Stock Benefit Plan of Kelly's Coffee Group, Inc.
              -----------------------------------------------------
                            (Full title of the plan)


          Richard Surber, 268 West 400 South, Salt Lake City, UT 84101
          ------------------------------------------------------------
                     (Name, address, including zip code, of
                             agent for service)

                   Telephone number for Issuer: (801)575-8073
                                  -------------
<TABLE>
<CAPTION>

                                      CALCULATION OF REGISTRATION FEE

Title of Securities            Amounts to     Proposed Maximum        Proposed Maximum            Amount of
to be Registered                   be        Offering Price Per     Aggregate Offering          Registration
                               Registered       Share(1)                 Price                       Fee
==============================================================================================================
<S>                          <C>            <C>                  <C>                      <C>

Common Stock, 0.001 par       12,000,000       $0.23                  $2,760,000            $728.64
value
============================ ============   ===================  =====================    ==================
</TABLE>

(1)      Bona Fide estimate of maximum offering price solely for calculating the
         registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
         based on the  average bid and asked  price of the  registrant's  common
         stock as of January 25, 2000 a date within five  business days prior to
         the date of filing of this registration statement.

         In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration  Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Plan described herein.

                                        1


<PAGE>




              1999 Stock Benefit Plan of Kelly's Coffee Group, Inc.
                  Cross-Reference Sheet Pursuant to Rule 404(a)

         Cross-reference  between  items of Part I of Form  S-8 and the  Section
10(a)  Prospectus  that  will be  delivered  to each  employee,  consultant,  or
director who participates in the Plan.

Registration Statement Item Numbers and Headings           Prospectus Heading
------------------------------------------------           ------------------

1.       Plan Information                               Section 10(a) Prospectus

2.       Registrant Information and                     Section 10(a) Prospectus
         Employee Plan Annual Information



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents filed by Kelly's Coffee Group, Inc., a Colorado
corporation  (the "Company"),  with the Securities and Exchange  Commission (the
"Commission") are hereby incorporated by reference:

         1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
 February 28, 1999.

         2. All reports  filed by the Company  with the  Commission  pursuant to
Section  13(a) or 15(d) of the Exchange Act of 1934,  as amended (the  "Exchange
Act"), since the end of the fiscal year ended February 28, 1999.

         3.  The  description  and  specimen  certificate  of the  Common  Stock
contained in the Company's Form S-18  Registration  Statement filed on September
16, 1988 under the Securities  Act,  including any amendment or report filed for
the purpose of updating such description.

         Prior  to the  filing,  if  any,  of a  post-effective  amendment  that
indicates that all securities  covered by this Registration  Statement have been
sold or that de-registers all such securities then remaining unsold, all reports
and other  documents  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c),  14,  or  15(d)  of  the  Exchange  Act  shall  be  deemed  to be
incorporated  by  reference  herein and to be a part hereof from the date of the
filing of such reports and documents.

Item 4.  Description of Securities

         The common  stock of the  Company  being  registered  pursuant  to this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange  Act. A  description  of such  securities is contained in the
Company's  Form  S-18  Registration  Statement  filed  with  the  Commission  on
September

                                        2


<PAGE>



16, 1988 and any  amendment  or report  filed for the  purpose of updating  such
description. Said description is incorporated herein by reference. (See "Item 3.
Incorporation of Documents by Reference.")

Item 5. Interests of Named Experts and Counsel

          No  expert  is named as  preparing  or  certifying  all or part of the
registration statement to which this prospectus pertains, and no counsel for the
Company  who is named in this  prospectus  as  having  given an  opinion  on the
validity of the securities  being offered hereby was hired on a contingent basis
or has or is to  receive,  in  connection  with  this  offering,  a  substantial
interest, direct or indirect, in the Company.

Item 6. Indemnification of Directors and Officers

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the  "Securities  Act"), may be permitted to members of
the board of directors,  officers, employees, or persons controlling the Company
pursuant to the immediately subsequent provisions, the Company has been informed
that in the opinion of the SEC such  indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

         The Company,  however,  is  incorporated in the State of Colorado which
under  Sections  7-108-402  and  7-108-403 of the Colorado  Code provides that a
corporation may limit or eliminate  officers' and directors'  personal liability
to the corporation or its  shareholders  for breach of fiduciary duty so long as
liability is not eliminated or limited for any breach of the director's  duty of
loyalty to the corporation or to its shareholders,  acts or omissions  involving
intentional misconduct, fraud or a knowing violation of law, for any transaction
from which the  director  directly or  indirectly  derived an improper  personal
benefit or for the payment of unlawful distributions.

         Section Eight of Article IX of the Company's  Articles of Incorporation
provides  that the Company  shall  indemnify  its officers and directors for any
liability,  including  reasonable  costs of  defense,  arising out of any act or
omission of any officer or director on behalf of the  Corporation to the fullest
extent required or permitted by the Colorado Corporation Code, as amended.

         The foregoing  discussion of indemnification  merely summarizes certain
aspects  of  indemnification  provisions  and is  limited  by  reference  to the
Colorado Code  Sections  7-108-402 and 7-108-403 and Article XI of the Company's
Bylaws and the Company's Articles of Incorporation, or any amendments thereto.

Item 7.   Exemption from Registration Claimed

         No restricted  securities  are being  re-offered or resold  pursuant to
this registration statement.

Item 8. Exhibits.

         The exhibits attached to this Registration  Statement are listed in the
Exhibit Index, which is found on page 8.

Item 9.  Undertakings

(a)      The undersigned registrant hereby undertakes:


                                        3


<PAGE>



         (1) To file, during any period in which offers or sales are being made,
         a post-effective  amendment to this  Registration  Statement to include
         any material  information  with respect to the plan of distribution not
         previously  disclosed  in the  Registration  Statement  or any material
         change to such information in the Registration Statement.

         (2) To treat,  for the purpose of determining  any liability  under the
         Securities  Act of 1933,  each such  post-effective  amendment as a new
         registration  statement relating to the securities offered therein, and
         the offering of such  securities at that time shall be deemed to be the
         initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
         any of the  securities  being  registered  which  remain  unsold at the
         termination of the offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]


                                        4


<PAGE>



                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Salt Lake City, Utah on January 26, 2000.

                                       Kelly's Coffee Group, Inc.

                                       By:  /s/ Richard Surber
                                          --------------------------
                                       Richard Surber, as President and Director

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and  appoints  Richard  D.  Surber  with  power  of
substitution,  as his attorney-in-fact  for him, in all capacities,  to sign any
amendments to this  registration  statement and to file the same,  with exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange   Commission,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact or his substitutes may do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

Signature                         Title                      Date

 /s/ Richard D. Surber    President and Director         January 26, 2000
--------------------------
Richard D. Surber

 /s/ Kevin J. Schillo     Director                       January 26, 2000
--------------------------
Kevin J. Schillo

 /s/ David Wolfson        Director                       January 26, 2000
--------------------------
David Wolfson







                                        5


<PAGE>





                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549




                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933




                           Kelly's Coffee Group, Inc.
                            (A Colorado corporation)









                                        6


<PAGE>







                                     INDEX TO EXHIBITS

                                                                 Sequentially
Exhibits  SEC Ref. No.      Description of Exhibit               Numbered Pages
--------  ------------      ----------------------              --------------

  A           4        2000 Stock Benefit Plan of the Company          8

  B        5, 23(b)    Opinion and consent of Counsel with respect    13
                       to the legality of the issuance of
                       securities being issued

  C          23(a)      Consent of Accountant                         16




















                                        7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 15027}]
{"company-data": {"conformed-name": "KELLYS COFFEE GROUP INC", "cik": "0000833209", "assigned-sic": "6770", "irs-number": "841062062", "state-of-incorporation": "CO", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-95519", "film-number": "514913"}, "business-address": {"street1": "268 WEST 400 SOUTH", "street2": "STE 300", "city": "SALT LAKE CITY", "state": "UT", "zip": "84101", "phone": "3037721784"}, "mail-address": {"street1": "268 WEST 400 SOUTH", "street2": "STE 300", "city": "SALT LAKE CITY", "state": "UT", "zip": "84101"}, "former-company": [{"former-conformed-name": "GREAT EARTH VITAMIN GROUP INC", "date-changed": "19940107"}, {"former-conformed-name": "WELCOM CAPITAL INC", "date-changed": "19920703"}, {"former-conformed-name": "LEGACY CAPITAL CORPORATION INC", "date-changed": "19900904"}]}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER

                           THE SECURITIES ACT OF 1933
                           ---------------------------

                           Kelly's Coffee Group, Inc.
                           --------------------------
             (Exact name of registrant as specified in its charter)

            Colorado                                     84-1062062
           ----------                                   ----------
  (State or other jurisdiction of           (I.R.S. Employer Identification No.)
  incorporation or organization)

                  268 West 400 South, Salt Lake City, UT 84101
                  --------------------------------------------
                    (Address of principal executive offices)

              2000 Stock Benefit Plan of Kelly's Coffee Group, Inc.
              -----------------------------------------------------
                            (Full title of the plan)

          Richard Surber, 268 West 400 South, Salt Lake City, UT 84101
          ------------------------------------------------------------
                     (Name, address, including zip code, of
                             agent for service)

                   Telephone number for Issuer: (801)575-8073
                                  -------------
CALCULATION OF REGISTRATION FEE

Title of Securities            Amounts to     Proposed Maximum        Proposed Maximum            Amount of
to be Registered                   be        Offering Price Per     Aggregate Offering          Registration
                               Registered       Share(1)                 Price                       Fee
==============================================================================================================
Common Stock, 0.001 par       12,000,000       $0.23                  $2,760,000            $728.64
value
============================ ============   ===================  =====================    ==================
(1)      Bona Fide estimate of maximum offering price solely for calculating the
         registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
         based on the  average bid and asked  price of the  registrant's  common
         stock as of January 25, 2000 a date within five  business days prior to
         the date of filing of this registration statement.

         In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
this Registration  Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Plan described herein.

                                        1
1999 Stock Benefit Plan of Kelly's Coffee Group, Inc.
                  Cross-Reference Sheet Pursuant to Rule 404(a)

         Cross-reference  between  items of Part I of Form  S-8 and the  Section
10(a)  Prospectus  that  will be  delivered  to each  employee,  consultant,  or
director who participates in the Plan.

Registration Statement Item Numbers and Headings           Prospectus Heading
------------------------------------------------           ------------------

1.       Plan Information                               Section 10(a) Prospectus

2.       Registrant Information and                     Section 10(a) Prospectus
         Employee Plan Annual Information

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents filed by Kelly's Coffee Group, Inc., a Colorado
corporation  (the "Company"),  with the Securities and Exchange  Commission (the
"Commission") are hereby incorporated by reference:

         1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
 February 28, 1999.

         2. All reports  filed by the Company  with the  Commission  pursuant to
Section  13(a) or 15(d) of the Exchange Act of 1934,  as amended (the  "Exchange
Act"), since the end of the fiscal year ended February 28, 1999.

         3.  The  description  and  specimen  certificate  of the  Common  Stock
contained in the Company's Form S-18  Registration  Statement filed on September
16, 1988 under the Securities  Act,  including any amendment or report filed for
the purpose of updating such description.

         Prior  to the  filing,  if  any,  of a  post-effective  amendment  that
indicates that all securities  covered by this Registration  Statement have been
sold or that de-registers all such securities then remaining unsold, all reports
and other  documents  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c),  14,  or  15(d)  of  the  Exchange  Act  shall  be  deemed  to be
incorporated  by  reference  herein and to be a part hereof from the date of the
filing of such reports and documents.

Item 4.  Description of Securities

         The common  stock of the  Company  being  registered  pursuant  to this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange  Act. A  description  of such  securities is contained in the
Company's  Form  S-18  Registration  Statement  filed  with  the  Commission  on
September

                                        2
16, 1988 and any  amendment  or report  filed for the  purpose of updating  such
description. Said description is incorporated herein by reference. (See "Item 3.
Incorporation of Documents by Reference.")

Item 5. Interests of Named Experts and Counsel

          No  expert  is named as  preparing  or  certifying  all or part of the
registration statement to which this prospectus pertains, and no counsel for the
Company  who is named in this  prospectus  as  having  given an  opinion  on the
validity of the securities  being offered hereby was hired on a contingent basis
or has or is to  receive,  in  connection  with  this  offering,  a  substantial
interest, direct or indirect, in the Company.

Item 6. Indemnification of Directors and Officers

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the  "Securities  Act"), may be permitted to members of
the board of directors,  officers, employees, or persons controlling the Company
pursuant to the immediately subsequent provisions, the Company has been informed
that in the opinion of the SEC such  indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.

         The Company,  however,  is  incorporated in the State of Colorado which
under  Sections  7-108-402  and  7-108-403 of the Colorado  Code provides that a
corporation may limit or eliminate  officers' and directors'  personal liability
to the corporation or its  shareholders  for breach of fiduciary duty so long as
liability is not eliminated or limited for any breach of the director's  duty of
loyalty to the corporation or to its shareholders,  acts or omissions  involving
intentional misconduct, fraud or a knowing violation of law, for any transaction
from which the  director  directly or  indirectly  derived an improper  personal
benefit or for the payment of unlawful distributions.

         Section Eight of Article IX of the Company's  Articles of Incorporation
provides  that the Company  shall  indemnify  its officers and directors for any
liability,  including  reasonable  costs of  defense,  arising out of any act or
omission of any officer or director on behalf of the  Corporation to the fullest
extent required or permitted by the Colorado Corporation Code, as amended.

         The foregoing  discussion of indemnification  merely summarizes certain
aspects  of  indemnification  provisions  and is  limited  by  reference  to the
Colorado Code  Sections  7-108-402 and 7-108-403 and Article XI of the Company's
Bylaws and the Company's Articles of Incorporation, or any amendments thereto.

Item 7.   Exemption from Registration Claimed

         No restricted  securities  are being  re-offered or resold  pursuant to
this registration statement.

Item 8. Exhibits.

         The exhibits attached to this Registration  Statement are listed in the
Exhibit Index, which is found on page 8.

Item 9.  Undertakings

(a)      The undersigned registrant hereby undertakes:

                                        3
(1) To file, during any period in which offers or sales are being made,
         a post-effective  amendment to this  Registration  Statement to include
         any material  information  with respect to the plan of distribution not
         previously  disclosed  in the  Registration  Statement  or any material
         change to such information in the Registration Statement.

         (2) To treat,  for the purpose of determining  any liability  under the
         Securities  Act of 1933,  each such  post-effective  amendment as a new
         registration  statement relating to the securities offered therein, and
         the offering of such  securities at that time shall be deemed to be the
         initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective  amendment
         any of the  securities  being  registered  which  remain  unsold at the
         termination of the offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                 [THIS SPACE HAS BEEN INTENTIONALLY LEFT BLANK]

                                        4
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Salt Lake City, Utah on January 26, 2000.

                                       Kelly's Coffee Group, Inc.

                                       By:  /s/ Richard Surber
                                          --------------------------
                                       Richard Surber, as President and Director

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears  below  constitutes  and  appoints  Richard  D.  Surber  with  power  of
substitution,  as his attorney-in-fact  for him, in all capacities,  to sign any
amendments to this  registration  statement and to file the same,  with exhibits
thereto and other  documents in connection  therewith,  with the  Securities and
Exchange   Commission,   hereby   ratifying   and   confirming   all  that  said
attorney-in-fact or his substitutes may do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.

Signature                         Title                      Date

 /s/ Richard D. Surber    President and Director         January 26, 2000
--------------------------
Richard D. Surber

 /s/ Kevin J. Schillo     Director                       January 26, 2000
--------------------------
Kevin J. Schillo

 /s/ David Wolfson        Director                       January 26, 2000
--------------------------
David Wolfson

                                        5
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                           Kelly's Coffee Group, Inc.
                            (A Colorado corporation)

                                        6
INDEX TO EXHIBITS

                                                                 Sequentially
Exhibits  SEC Ref. No.      Description of Exhibit               Numbered Pages
--------  ------------      ----------------------              --------------

  A           4        2000 Stock Benefit Plan of the Company          8

  B        5, 23(b)    Opinion and consent of Counsel with respect    13
                       to the legality of the issuance of
                       securities being issued

  C          23(a)      Consent of Accountant                         16

                                        7