U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 4

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

[ ] 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

(Last) (First) (Middle)

 2. Issuer Name and Ticker or Trading Symbol

Kelly's Coffee Group, Inc.

OTC-Bulletin Board Symbol =KLYS

 6. Relationship of Reporting Person to Issuer

(Check all applicable)

X Director

  X 10% Owner

X Officer (give title below)

X Other (specify below)

Surber owns and has beneficial ownership of approximately 28% of outstanding shares (as president of companies owning said shares). Surber is President and Director of Issuer.

.

268 West 400 South - Suite 300

(Street)

3. IRS or Social Security Number of Reporting Person

(Voluntary)

4. Statement for Month/Year

March, 2001

 

Salt Lake City Utah 84101

(City) (State) (Zip)

 5. If Amendment,

Date of Original

(Month/Year)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security

(Instr. 3)

 2. Transaction Date

(Month/Day/Year)

 3. Transaction

Code

(Instr. 8)

 4. Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 and 5)

 5. Amount of Securities Beneficially Owned at End of Month

(Instr. 3 and 4)

6. Ownership Form:

Direct (D) or Indirect (I) (Instr. 4)

 7. Nature of Indirect Beneficial Ownership

(Instr. 4)



Code

V

Amount		 (A) or

(D)



Price
Common Stock Mar. 6, 2001 S 85,000 D $0.05 14,457,540 D
Common Stock Mar. 19, 2001 S 90,000 D $0.03 14,457,540 D
Common Stock Mar. 27, 2001 S 200,000 D $0.045 14,457,540 D
Common Stock Mar. 28, 2001 S 100,000 D $0.045 14,457,540 D
Common Stock Mar. 29, 2001 S 127,800 D $0.045 14,457,540 D


FORM 4 (continued)

Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)



1. Title of Derivative Security

(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/

Day/Year)

4. Trans-action Code

(Instr. 8)

5. Number of Derivative Securities

Acquired (A) or Disposed of (D)

(Instr. 3, 4,& 5)

6. Date Exercisable and Expiration Date

(Month/

Day/Year)

7. Title and Amount of Underlying Securities

(Instr. 3 and 4)

8. Price of Deriv-ative Security

(Instr.5)

9. Number of Derivative Securities

Beneficially

Owned at End of Month

(Instr. 4)

10.Owner-ship Form of Derivative Security: Direct (D) or Indirect (I)

(Instr. 4)

 11. Nature of Indirect

Beneficial

Owner-ship

(Instr. 4)



Code

V

(A)

(D)

Date Exer-cisable

Expir-ation Date

Title

Amt.. or No. of Shares

Explanation of Responses:

** Intention 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                 

Richard D. Surber

Date: April 16, 2001                  

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)