2d Amended
SCHEDULE 14A
Reg ss. 240.14a-101
Information Statement Pursuant to
Section 14(c) of the Securities Exchange
Act of 1934
[X] Preliminary (amended again November 25, 1997)
Innovest Capital Sources Corporation,
formerly, Telco Communications, Inc.,
and formerly, Cody Capital Corporation,
Registrant's Name
Filed by Registrant [x]
Payment of fees []
1) Title of Class of Securities to which this transaction applies: Common Stock
2) Aggregate number of securities to which this transaction applies: 50,000,000
shares
3) Aggregate Value $134,410
4) Proposed maximum aggregate value $134,410
5) Total fees paid $100
[X] Fees paid previously with preliminary materials
<PAGE>
DEFINITIVE PROXY MATERIALS
Innovest Capital Sources Corporation,
formerly, Telco Communications, Inc.,
and formerly, Cody Capital Corporation,
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held ...... 1997
To the Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders, to
beheld at 10:00 a.m., on .........., 1997, at 28202 Cabot Road, Suite 300,
Laguna Niguel CA 92677, for the following purposes:
1. Consider and vote upon a proposal to Reverse Split the Common Stock of
the Corporation 75 to 1; with the provision that no Shareholder owning 100
shares or more shall be reversed or reduced below 100 Shares;
2. Consider the Post-Reverse Issuance of 5,000,000 shares in satisfaction
of $134,410 of expenses incurred for legal and professional services to the
company since emergence from Bankruptcy;
3. Consider and vote upon a proposed Plan of Reorganization and Merger of
this Corporation into Solar Energy, Ltd., a newly created private Delaware
Corporation, which merger would change the name of the Corporation, move its
place of incorporation from Colorado to Delaware and acquire assets;
4. Elect two directors to the Board of Directors;
5. Consider and vote on proposals to ratify certain reorganizational acts
of Management, including the selection of Green & McElreath, 700 Louisiana,
Suite 5200, Houston, TX 77002-2733, as the Independent Public Auditor for the
Company for the fiscal year 1997;
6. Act upon such other business as may properly come before the meeting or
any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on November 17,
1997, as the record date for determining those stockholders who will be entitled
to vote at the meeting. The stock transfer books will be closed between the
record date and the date of the meeting.
Representation of at least a majority of all outstanding shares of Common
Stock of this Company is required to constitute a quorum. Accordingly, it is
important that your stock be represented at the meeting.
Whether or not you plan to attend the meeting, please complete, date and
sign the enclosed proxy card and return it in the enclosed envelope. Your proxy
may be revoked at any time prior to the time it is voted.
BY ORDER OF THE BOARD OF DIRECTORS
Dated: NOVEMBER 18, 1997
KARL E. RODRIGUEZ
Secretary
1
<PAGE>
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
to be held ___________, 1997
These proxy materials are furnished in connection with the solicitation of
proxies by the management of Innovest Capital Sources Corporation, formerly,
Telco Communications, Inc., and formerly, Cody Capital Corporation, to be held
at 10:00 a.m., on _____________ 1997, at 28202 Cabot Road, Suite 300, Laguna
Niguel CA 92677.
PURPOSES OF THE MEETING
The Meeting is called by the Management to consider and vote upon the
following specific Proposals and to transact such other business as may come
before the Meeting or any postponement or adjournment thereof.
1. Consider and vote upon a proposal to Reverse Split the Common Stock of
the Corporation 75 to 1; with the provision that no Shareholder owning 100
shares or more shall be reversed or reduced below 100 Shares;
2. Consider the Post-Reverse Issuance of 5,000,000 shares in satisfaction
of $134,410 of expenses incurred for legal and professional services to the
company since emergence from Bankruptcy;
3. Consider and vote upon a proposed Plan of Reorganization and Merger of
this Corporation into Solar Energy, Ltd., a newly created private Delaware
Corporation, which merger would change the name of the Corporation, move its
place of incorporation from Colorado to Delaware and acquire assets;
4. Elect two directors to the Board of Directors;
5. Consider and vote on proposals to ratify certain reorganizational acts
of Management, including the selection of Green & McElreath, 700 Louisiana,
Suite 5200, Houston, TX 77002-2733, as the Independent Public Auditor for the
Company for the fiscal year 1997;
6. Act upon such other business as may properly come before the meeting or
any adjournment or postponement thereof.
Each of the foregoing proposals is described and discussed in the following
pages and sections of this Proxy Statement.
ANNUAL REPORT
All shareholders are furnished a copy of the Issuer's Annual Report on Form
10-KSB, the contents of which are incorporated herein by this referenced as
though fully set forth herein.
THE PROXY
The enclosed Proxy, even though executed and returned, may be revoked at
any time before being voted, by written notice, mailed or delivered to the
Company, or by a request for return of the Proxy at the Meeting. Proxies shall
be voted in accordance with the directions of the shareholders, for,
2
<PAGE>
against or abstaining, as to the proposals listed in the Notice of the Meeting.
The proxy must be received by the Company prior to the Meeting to be effective.
VOTING SECURITIES
The Company presently has only one class of voting equity stock
outstanding. This is the Company's Common Voting Stock of no par value of which
50,000,000 shares are authorized, issued and outstanding on the date hereof and
at the closing date on the Record Date. Each outstanding share is entitled to
one vote. Only shareholders of record on the close of business the Record Date
are entitled to notice and to vote at the Meeting. The presence at the Meeting
in person or by Proxy of a majority of the shares entitled to vote shall
constitute a quorum for the transaction of business. In the absence of contrary
instructions, shares represented by Proxy will be voted FOR the election of
directors as described hereinafter (see ELECTION OF DIRECTORS) and FOR approval
for the proposal to amend the Company's Articles of Incorporation and FOR the
ratification of the selection of Auditor.
The close of business on November 17, 1997, was the record date for
stockholders entitled to notice of and to vote at the Annual Meeting. Shares of
Common Stock outstanding on the record date are entitled to vote at the Meeting
and the holders of record thereof will have one vote for each share so held on
the matters to be voted upon by the stockholders.
PRINCIPAL SHAREHOLDER
The Principal Shareholder of this Corporation is MILLER L. MAYS III,
President/Director, 4 Normandy Drive, Kenner LA 70065. Mr Mays owns 47,069,724,
or 94.14% of the Common Stock of this Corporation.
PROPOSAL No. 1
CONSIDER AND VOTE UPON A PROPOSAL TO REVERSE SPLIT THE COMMON
STOCK OF THE CORPORATION 75 TO 1; WITH THE PROVISION THAT NO
SHAREHOLDER OWNING 100 SHARES OR MORE SHALL BE REVERSED OR
REDUCED BELOW 100 SHARES;
This Company Innovest Capital Sources Corporation, was incorporated in
Colorado on December 9, 1987, as Cody Capital Corporation, later changing its
name to Telco Communications, Inc. It was organized to seek out and complete a
merger or acquisition of other companies or businesses. The Company completed a
public offering in 1989 in which it raised a net, after offering expenses, of
$96,631. An investment was made in Telco of Baton Rouge; however, the Issuer
never realized any return from that investment. In 1994, the Issuer was forced
to file for Chapter 11 Bankruptcy protection. On March 11, 1994, the Federal
Bankruptcy Court for the Middle District of Louisiana appointed a Trustee for
the Bankruptcy Estate of the Registrant, the Court having converted the case
from Chapter 11 to Chapter 7 the preceding day. As a result of that action, the
Trustee in Bankruptcy was placed in control of the affairs of the Company,
replacing the Board of Directors previously serving.
On March 26, 1996, upon motion of the Trustee, the Court ordered that the
Corporation be sold to Mr. Miller L. Mays III, with no assets or liabilities
attached thereto. The sale was made pursuant to a Bill of Sale perfected on
April 12, 1996. Mr. Miller was duly appointed and assumed the office of
President and Sole Director of the Issuer and appointed Karl E. Rodriguez to
serve as Secretary, and. additional director. Reference is made to the
Registrant's Current Report on Form 8-K erroneously dated March 11, 1994, but
actually filed and reporting as of June 12, 1996, and exhibits thereto for
documentation of the emergence from Bankruptcy and related matters. The Issuer
emerged from
3
<PAGE>
Bankruptcy with no assets, liabilities and subject to no claims or litigation,
and carried an existing shareholder base of 2,655,726 shares and approximately
270 shareholders, and issued an additional 47,069,274 to persons believed to be
affiliates of the Issuer. In connection with the emergence from Bankruptcy three
former convertible debenture holders elected to convert their holdings to common
stock, resulting in an additional 275,000 shares, bringing the post-emergence
total, issued and outstanding, to the present 50,000,000 shares.
As of the date of this Meeting, the Corporation continues to have no
current business, and has had no operations since its emergence from Bankruptcy
in 1996. During the period from April 1996 to the record date, Management has
been engaged int the search for new business opportunities without material
results. The Company has been seeking new business opportunities, including
business combinations, associations, joint venture, merger and/or acquisition
programs to achieve profitability for shareholders.
This First Proposal is for a reverse split of the Company's common stock by
which every seventy-five shares would become one share; provided that no
shareholder owning 100 shares or more would be reduced below 100 shares. The
reason for such a reverse is with a view to attracting a business acquisition in
order to achieve some profitability to the company and value for shareholders.
The Company presently is authorized to issue 50,000,000 shares and has
50,000,000 shares issued and outstanding. The result of the reverse is that the
company's 50,000,000 shares issued would become 666,667 shares, so the
additional shares would become available to purchase assets and business for
stock, without the need of raising additional capital. While the reverse itself
would result in no dilution of any shareholder's percentage ownership, other
than possibly the principal shareholder, any acquisition for stock would result
in dilution of present percentage ownership. Fractional shares would be rounded
up to the nearest whole share and no shareholder would be reduced below 100
shares.
PROPOSAL No. 2
CONSIDER THE POST-REVERSE ISSUANCE OF 5,000,000 SHARES IN
SATISFACTION OF $134,410 OF EXPENSES INCURRED FOR LEGAL AND
PROFESSIONAL SERVICES TO THE COMPANY SINCE EMERGENCE FROM
BANKRUPTCY;
The Company has incurred legal, professional and consulting fees and
expenses in the amount of $134,410.00 in connection with matters arising since
emergence from Bankruptcy. The Company proposes to pay for these services with
stock rather than cash. The stock proposed to be issued would be post-reverse.
Accordingly, after the pre-reverse 50,000,000 shares would become 666,666.66
post-reverse, and if the 5,000,000 shares be approved and issued, the total
issued and outstanding, post-reverse would then be 5,666,667 shares. These
5,000,000 new shares, if and when issued, would result in a change of control of
the Company.
Intrepid International, S. A. would become the new principal and
controlling shareholder of the Company, if and when the proposed issuance to it
might be made. It was incorporated in the Republic of Panama in 1984 to offer
investment banking and financial services to natural resource companies,
primarily those engaged in the production of oil and gas. Following the world
wide collapse of oil prices in the mid-eighties, the Company broadened the focus
of its range of support services to include a wider range of companies, with an
emphasis on public companies and private companies, companies engaged in the
transition from privately held to publicly held, and development stage
companies, whether public or private, requiring professional business and
corporate guidance. In August of 1997 the Company sought a United States
Representative and entered into a relationship with a group of corporate and
business specialists who, after contracting with the Company, incorporated as
Intrepid
4
<PAGE>
International, Ltd. ("Intrepid US") to provide the required representation and
agency for the Company in North America and Europe. Intrepid US is incorporated
in the State of Nevada.
The officers and directors and shareholders of Intrepid International,
S.A.(Panama) are comprised of three individuals; Laurencio Jaen O., Teodoro F.
Franco L. and Leopoldo Kennion G. All three of these individuals are Panamanian
citizens and each serves as an officer and a director of the Company.
Laurencio Jaen O., an original incorporator who has served as President and
Director of the Company since its inception in 1984, resides in Panama City,
Republic of Panama. He is, and has been for the past twenty five years, Vice
President of Indiasa Corporation ("Indiasa"), a Panamanian corporation, which,
through one of its subsidiaries, Robmar International, is involved in the
manufacture and distribution of chemical products in Argentina and Brazil and
which, through its former subsidiary Indiasa Aviation Corporation, was, for
eight years ending in 1981, engaged in aviation consulting, the leasing,
purchase and sale of aircraft, and the operation of a cargo airline, primarily
in Latin America. Mr. Jaen was a founder of PAISA, Panama's international
airline, served as president of the Colon Free Zone (the world's largest free
trade zone), and as Director of Panama's Social Security Administration. He has
also served as the President of the Panamanian Chamber of Commerce, and as a
member of the Board of Presidential Advisors of the Republic of Panama.
Teodoro F. Franco L.,Secretary and a Director of the Company, has, for
thirty years, been a specialist in maritime and aviation law. Mr. Franco is a
partner in Franco and Franco, one of the most prestigious law firms in Panama
with offices around the world. In addition to his law practice he has served as
Panamanian Consul to Liverpool, England and for the past five years as
Ambassador to Great Britain. The firm of Franco and Franco is regarded with the
highest degree of integrity and professionalism in the business and political
community in Panama with its partners and several of its associates holding or
having held public office. Teodoro Franco's brother and partner, Dr. Juaquin F.
Franco, Jr., has held many public offices over the past four decades, most
recently as the Governor of Colon Province, the state containing the Atlantic
entrance to the Panama Canal and the Colon Free Zone. His nephew and associate
in the firm, Juaquin F. Franco, III, has served as the Minister of Commerce and
is currently a member of the House of Representatives and a candidate for
President of the Republic. The firm practices maritime, aviation and commercial
law and currently is the legal firm for: IBERIA (the Spanish national airline),
KLM (the Dutch national airline), VIASA (the Venezuelan national airline),
Aeroflot (the Russian national airline) and various smaller Latin American
national airlines as well as being the registered agents for thousands of ocean
going ships around the world flying the Panamanian flag. Mr. Franco brings to
the Company a wealth of international legal, commercial and diplomatic
experience.
Leopoldo Kennion G., Treasurer and a Director of the Company, is, and has
for twenty years, been a Certified Public Accountant specializing in
international accounting and is an associate in the law firm of Franco and
Franco. Mr. Kennion practices maritime, aviation and commercial accounting
serving the specialized needs of the transnational clients of Franco and Franco
by providing an interface between them and their auditors.
J. Dan Sifford, Jr., is the United States Managing Director for Intrepid
International, S.A. (Panama). He is fluent in the Spanish Language. His
biographical information is found below.
The officers and directors of Intrepid International, Ltd. (Nevada) are
comprised of two individuals; Kirt W. James, and J. DAN SIFFORD, JR.
Kirt W. James, President and Director, has a lifelong background in
marketing and sales. From 1972 to 1987, Mr. James was responsible for sales and
business administrative matters for Glade
5
<PAGE>
N. James Sales Co., Inc.; and from 1987 to 1990 Mr. James built retail markets
for American International Medical Supply Co., a Public Company. In 1990 he
formed and become President of HJS Financial Services, Inc., and is responsible
for day to day business of the firm and consults Client's business and Product
Development. During the past five years Mr. James has been involved in the
valuation, sale and acquisition of numerous private businesses and planning for
the entry of private corporations into the public market place for their
securities.
J. Dan Sifford, Jr., Executive Vice President, Secretary/Treasurer and
Director, brings to the Company an extensive experience in Corporate management
and familiarity with transnational business, particularly in Latin America. From
1970 to 1982, he was President and sole shareholder of Overseas Aviation
Corporation, an all cargo airline, with operations throughout South America and
Africa. He was founder, President and Chief Executive Officer of Airline of the
Virgin Islands from 1982 until 1993. He served for many years as President of
Indiasa Corporation which, through one of its subsidiaries, was involved in the
manufacture and distribution of chemical products in Argentina and Brazil, and
which, through another subsidiary, was for eight years engaged in aviation
consulting, the leasing, purchase and sale of aircraft, and the operation of a
cargo airline, primarily in Latin America. In recent years he has been engaged
continuously in a wide variety of business activities, including the development
of new business ventures.
PROPOSAL No. 3
CONSIDER AND VOTE UPON A PROPOSED PLAN OF REORGANIZATION AND
MERGER OF THIS CORPORATION INTO Solar Energy, Ltd., A NEWLY
CREATED PRIVATE DELAWARE CORPORATION, WHICH MERGER WOULD
CHANGE THE NAME OF THE CORPORATION, MOVE ITS PLACE OF
INCORPORATION FROM COLORADO TO DELAWARE, AND ACQUIRE ASSETS;
This proposal is intended first to reorganize the corporation formally,
changing its name and moving its place of incorporation from Colorado to
Delaware, and second, to acquire certain potentially valuable business
opportunities, assets and businesses for the resulting merged entity. This
reorganization would occur, if approved by shareholders, following the 75 to 1
reverse split described in Proposal Number 1. Innovest Capital Sources
Corporation, this Company, has entered into a Letter of Intent to enter into a
Plan of Reorganization by which Innovest and Solar would merge, Solar would
survive the Merger, the shareholders of Innovest would become the shareholders
of Solar, share for share, and the situs of the merged entity shall remain in
Delaware, having acquired the operational history of Innovest, and the corporate
existence of Innovest shall continue in and through Solar, and only in and
through Solar Energy Ltd. This letter of intent is a formal device between this
Company and the Delaware Company created for the purpose of effecting the change
of name and change of the place of incorporation. The Officers and Directors of
this company would become the Officers and Directors of Solar Energy, Inc.
PROPOSAL No. 4
ELECT TWO DIRECTORS TO THE BOARD OF DIRECTORS;
Joel M. Dumaresq and Norman Wareham are the Initial Directors of Solar
Energy, Ltd. Pursuant to the agreement to merge this Corporation with that
Corporation, the management of this Corporation has nominated those two persons
to serve as Directors of the Merged Entity until the next meeting of
shareholders or until their successors be elected or duly appointed. These
nominated new
6
<PAGE>
Directors were suggested to the management of this company by Intrepid
International, S.A., and if elected by shareholders would be the nominees of the
new principal shareholder to continue in office until the next meeting of
shareholders. The present Directors of this Corporation, identified below, are
not standing for re-election. They were the Interim Directors of the Company
following its emergence from Bankruptcy in April 1996, and have served without
compensation during such interim period:
Miller L. Mays III Karl E. Rodriguez
PRESIDENT/DIRECTOR SECRETARY/TREASURER/DIRECTOR
There has been no conflict or disagreement between or among either of the
retiring Directors and the new principal shareholder as to any matter.
Joel S. Dumaresq, is CFO of Nifco Synergy, Inc. developing financial controls
and systems for Expert Software Developer with operations in Canada, the United
States and Mexico, and was instrumental in securing $27 million Class 12
Software financing for the company. Mr. Dumaresq was President of Westair
Aviation, Inc., responsible for re-organizing and re-financing this air
ambulance company. His experience with corporate finance, institutional equity
sales and investment brokerage spans the past decade.
Norman Wareham has a comprehensive background in implementing information
systems for public and private companies, with particular expertise in financial
management and tax planning. He was president of Global Financial Corporation in
the British West Indies, and has been a public accountant for 25 years, owning
two accounting firms. Mr. Wareham is currently on the board of directors and is
chief financial officer for several public companies, including the ZMAX
Corporation, Cybernet Internet Services International, Inc. and Intercap
Resource Management. He is also president of Wareham Management Ltd., a private
company engaged in management consulting for public and private companies.
PROPOSAL No. 5
CONSIDER AND VOTE ON PROPOSALS TO RATIFY
CERTAIN REORGANIZATIONAL ACTS OF
MANAGEMENT, INCLUDING THE SELECTION
OF Green & McElreath, 700 LOUISIANA,
SUITE 5200, HOUSTON, TX 77002-2733, AS THE
INDEPENDENT PUBLIC AUDITOR FOR THE
COMPANY FOR THE FISCAL YEAR 1997;
This Proposal presents an opportunity for Management to disclose and
explain to shareholders the action it has taken since emergence from Bankruptcy
in April 1996, and allow the shareholders to approve, disapprove or otherwise
comment upon them.
1. On or about January 15, 1997, the Name of the Corporation was changed
from Telco Communication, Inc. to Innovest Capital Sources Corporation.
2. On or about August 20, 1997, the Board of Directors engaged Green &
McElreath, 700 Louisiana, Suite 5200, Houston, TX 77002-2733, as the Independent
Public Auditor for the Company for the fiscal year 1997.
3. On or about August 21, 1997, the Board of Directors engaged Madison
Stock Transfer, as the Certificate and Transfer Agency for this Corporation.
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4. On or about September 25, 1997, the Articles of Incorporation were
amended to change the par value of the Common Stock from $0.001 per share to no
par value. This change in par value results in no change of the total equity or
capital of the corporation, and is technical only.
STOCK OWNERSHIP and DILUTION
The following TABLE A sets forth the beneficial ownership of Common Stock
owned by each of the officers and directors, individually and as a group, and
each person known by the management of the Company to be or become the record
owner of 5% or more of the outstanding Common Stock of whatever Series
immediately following the close of business on the Record Date.
<TABLE>
<CAPTION>
===================================================================================================-
Name and Address of Beneficial Owner Amount and Percent
Nature of of Class
Ownership
----------------------------------------------------------------------------------------------------
<S> <C> <C>
MILLER L. MAYS III President/Director 47,069,724 94.14
4 Normandy Drive
Kenner LA 70065
----------------------------------------------------------------------------------------------------
KARL E. RODRIGUEZ Secretary/Treasurer/Director 0 0.00
3131 Royal Street
New Orleans LA 70117
====================================================================================================
All Officers and Directors as a Group 47,069,724 94.14
====================================================================================================
====================================================================================================
Total Shares Issued and Outstanding 50,000,000 100.00
====================================================================================================
</TABLE>
The following TABLE B sets forth an analysis of the present shareholder
base of Innovest.
<TABLE>
<CAPTION>
============================================================================================
Issued/when Issued Shares Percent
--------------------------------------------------------------------------------------------
<S> <C> <C>
Founders shares (1987) 800,000 1.60
--------------------------------------------------------------------------------------------
"1933 Act" Public shares (1989) 1,855,726 3.71
--------------------------------------------------------------------------------------------
"Affiliate Control" shares MILLER L. MAYS III (1996) 47,069,274 94.14
(Issued pursuant to emergence from Bankruptcy)
--------------------------------------------------------------------------------------------
New Investment shares (1996) (Converted to stock by 275,000 0.55
Bondholders upon emergence from Bankruptcy)
============================================================================================
Present Shares Issued and Outstanding (270 Holders) 50,000,000 100.00
============================================================================================
</TABLE>
If approved by shareholders the 50,000,000 shares will be reversed,
proportionally to 666,667 shares, and 5,000,000 additional shares would be
issued for legal, professional and consultant's fees and expenses. If approved
by shareholders, this corporation would merge share for share into and become
Solar Energy, Ltd. The following TABLE C sets forth an analysis of the
shareholder ownership Innovest which would result if each of the those proposals
were approved by shareholders, and if the 5,000,000 new shares were issued.
8
<PAGE>
<TABLE>
<CAPTION>
=====================================================================================================
Name and Address of Beneficial Owner Amount and Percent
Nature of of Class
Ownership
-----------------------------------------------------------------------------------------------------
<S> <C> <C>
JOEL M. DUMARESQ 0 0.00
1177 W. Hastings, Suite 18181
Vancouver BC V6E 2K3
-----------------------------------------------------------------------------------------------------
NORMAN WAREHAM 0 0.00
1177 W. Hastings, Suite 18181
Vancouver BC V6E 2K3
==============================================================================================-------
All Officers and Directors as a Group 0 0.00
=====================================================================================================
-----------------------------------------------------------------------------------------------------
Intrepid International, S.A. 5,000,000 88.23
P. O. Box 8807
Panama City 5
Republic of Panama
-----------------------------------------------------------------------------------------------------
MILLER L. MAYS III 627,596 11.08
4 Normandy Drive
Kenner LA 70065
=====================================================================================================
Total Shares Issued and Outstanding 5,666,667 00.00
=====================================================================================================
</TABLE>
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be considered at the 1997 Annual Meeting
of Shareholders must by received by the close of business the day before the
meeting. Such proposals may be included in next year's proxy statement if they
comply with certain rules and regulations promulgated by the Securities and
Exchange Commission.
COSTS OF SOLICITATION
The entire cost of soliciting proxies will be borne by the Company. To
assist in contacting stockholders whose stock is held in the names of brokers or
other custodians, proxies may be solicited by directors, officers, or
consultants by telephone, telegraph or facsimile.
CONCLUSION
It is important that proxies be returned promptly. Stockholders are
requested to vote, sign, date and return the proxy in the enclosed
self-addressed envelope. The Board of Directors recommends that the stockholders
vote FOR each of the proposals and For the election of the Directors nominated
by the Board in anticipation of the Merger. If the Merger be not approved, the
Board of Directors shall have discretion as to the appropriate effectiveness of
other Proposals if they be approved and the Merger not approved; except for the
matters listed for ratification in Proposal 5.
ANNUAL REPORT
All shareholders are furnished a copy of the Issuer's Annual Report on
Form 10-KSB, the contents of which are incorporated herein by this reference as
though fully set forth herein. Special reference is directed to the Audited
Financial Statements for the period ended December 31, 1996.
9
<PAGE>
Innovest Capital Sources Corporation,
formerly, Telco Communications, Inc.,
and formerly, Cody Capital Corporation,
PROXY BALLOT
to be voted at the
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held .........., 1997
This Proxy Ballot is furnished in connection with the solicitation of
Proxies by the Board of Directors of the Company, to be voted at a Special
Meeting of Shareholders (the "Meeting") to be held at the time and place, and
for the purposes stated in the notice of ANNUAL MEETING OF SHAREHOLDERS
furnished herewith.
We will be pleased to vote your shares in accordance with your
instructions, if you will sign this form and return it to us. If you do sign the
form and return it without making any other marks, we will vote your shares in
favor of all proposals and for the election of all nominated directors. You may
mark each proposal specifically with your instructions if you wish.
Should you wish to attend the meeting and vote in person, please check the
box indicated. If you intend to attend by a representative, please fill in the
name and address of the representative of your choice where indicated. Then, in
any case, sign and return this form.
To vote or give instructions mark or place your initials in the box to the
right of your instruction.
Please Print the name or names of the person or persons voting:
================================================================================
================================================================================
================================================================================
I do wish to attend in person.
- --------------------------------------------------------------------------------
I do not wish to attend in person.
================================================================================
================================================================================
I do wish to attend by a representative whose name and address is as follows:
- --------------------------------------------------------------------------------
I do not wish to attend by a representative.
================================================================================
1
<PAGE>
PROPOSAL No. 1
CONSIDER AND VOTE UPON A PROPOSAL TO REVERSE SPLIT THE COMMON STOCK OF THE
CORPORATION 60 TO 1; WITH THE PROVISION THAT NO SHAREHOLDER OWNING 100
SHARES OR MORE SHALL BE REVERSED OR REDUCED BELOW 100 SHARES;
<TABLE>
<CAPTION>
===================================================================================================
FOR AGAINST ABSTAIN
====================================================================================================================================
<S> <C> <C> <C>
Proposal No. 1
====================================================================================================================================
</TABLE>
PROPOSAL No. 2
CONSIDER THE POST-REVERSE ISSUANCE OF 5,000,000 SHARES IN SATISFACTION OF
$134,410 OF EXPENSES INCURRED FOR LEGAL AND PROFESSIONAL SERVICES TO THE
COMPANY SINCE EMERGENCE FROM BANKRUPTCY;
<TABLE>
<CAPTION>
===================================================================================================
FOR AGAINST ABSTAIN
====================================================================================================================================
<S> <C> <C> <C>
Proposal No. 2
====================================================================================================================================
</TABLE>
PROPOSAL No. 3
CONSIDER AND VOTE UPON A PROPOSED PLAN OF REORGANIZATION AND MERGER OF THIS
CORPORATION INTO Solar Energy, Ltd., A NEWLY CREATED PRIVATE DELAWARE
CORPORATION, WHICH MERGER WOULD CHANGE THE NAME OF THE CORPORATION, MOVE
ITS PLACE OF INCORPORATION FROM COLORADO TO DELAWARE, AND ACQUIRE ASSETS;
<TABLE>
<CAPTION>
===================================================================================================
FOR AGAINST ABSTAIN
====================================================================================================================================
<S> <C> <C> <C>
Proposal No. 3
====================================================================================================================================
</TABLE>
PROPOSAL No. 4
ELECT TWO DIRECTORS TO THE BOARD OF DIRECTORS;
for Director
Joel S. Dumaresq
<TABLE>
<CAPTION>
===================================================================================================
FOR AGAINST ABSTAIN
====================================================================================================================================
<S> <C> <C> <C>
Proposal No. 4a
====================================================================================================================================
</TABLE>
for Director
Norman Wareham
<TABLE>
<CAPTION>
===================================================================================================
FOR AGAINST ABSTAIN
====================================================================================================================================
<S> <C> <C> <C>
Proposal No. 4b
====================================================================================================================================
</TABLE>
2
<PAGE>
PROPOSAL No. 5
CONSIDER AND VOTE ON PROPOSALS TO RATIFY CERTAIN REORGANIZATIONAL ACTS OF
MANAGEMENT, INCLUDING THE SELECTION OF Green & McElreath, 700 LOUISIANA,
SUITE 5200, HOUSTON, TX 77002- 2733, AS THE INDEPENDENT PUBLIC AUDITOR FOR
THE COMPANY FOR THE FISCAL YEAR 1997;
<TABLE>
<CAPTION>
===================================================================================================
FOR AGAINST ABSTAIN
====================================================================================================================================
<S> <C> <C> <C>
Proposal No. 5
====================================================================================================================================
</TABLE>
================================================================================
I do wish to vote as I have indicated by making marks on this form:
dated:
Signed:
- --------------------------------------------------------------------------------
I wish to give the following instructions with respect to the voting of my
shares at the shareholders meeting:
dated:
Signed:
================================================================================
3
