FORM 10-KSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
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Telco Communications, Inc.
formerly Cody Capital Corporation
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Colorado 33-1933 3-D 84-1073083
(Incorporation) (Commission Number) (IRS Number)
4 Normandy Drive, Kenner LA (504) 466-7004 70065
(Address of principal executive offices) Telephone number (Zip Code)
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Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Yes[x] No[ ] (Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.)
Not[X] (Indicate by check mark whether if disclosure of delinquent filers
(ss.229.405) is not and will not to the best of Registrant's knowledge be
contained herein, in definitive proxy or information statements incorporated
herein by reference or any amendment hereto.)
As of December 31, 1996, the aggregate number of shares held by non-affiliates
was approximately 2,930,726 shares. Due to the limited market for the Company
securities, no estimate is being supplied herewith of the market value for such
securities.
As of December 31, 1996, the number of shares outstanding of the Registrant's
Common Stock was 50,000,000.
Exhibit Index is found on page 16
Page 1
<PAGE>
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes[ ] No[X]
Page 2
<PAGE>
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PART I
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Page 3
<PAGE>
Item 1. Business.
(a) Historical Information.
The Registrant Telco Communications, Inc. was incorporated in Colorado on
December 9, 1987, as Cody Capital Corporation. The Registrant 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,
which was a provider of long distance telephone services to institutional,
commercial and residential customers located in Louisiana and Texas; 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
Registrant 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. All Directors are to serve until
the next meeting of shareholders.
(Please see Item 10 for more information about Directors and Executive
Officers.)
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 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.
(Please see Exhibit 28.1 for Important Information about events subsequent
to the date of this Report)
As of the date of this Report, the Issuer continues to be a development
stage company; however there are certain significant events which have occurred
and are occurring subsequent to the date of this Report.
(Please see Exhibit 28.1 for Important Information about events subsequent
to the date of this Report)
(b) The Business of Registrant.
Page 4
<PAGE>
The Issuer has no current business, and has had no operations since its
emergence from Bankruptcy in 1996. During the period from April 1996 until the
end of the current fiscal year, December 31, 1996, Management has been engaged
int the search for new business opportunities without material results. The
Issuer continues to seek new business opportunities, including business
combinations, associations, joint venture, merger and/or acquisition programs to
achieve profitability for shareholders.
(Please see Exhibit 28.1 for Information about events subsequent to the
date of this Report)
Item 2. Facilities.
The Company has no employees or facilities, and enjoys the non-exclusive
office services of its President and Majority Shareholder.
Item 3. Legal Proceedings.
There are no legal proceedings pending against the Company, known or
anticipated, as of the preparation of this Report.
Item 4. Submission of Matters to a Vote of Security Holders.
None during the period covered by this Annual Report.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
Page 5
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PART II
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Page 6
<PAGE>
Item 5. Market for Common Equity and Stockholder Matters.
(a) Market Information.
The Registrant Company has one class of securities, Common Voting Equity
Shares ("Common Stock"). The Company's Securities may be quoted in the
over-the-counter market, but there is no current market for them. Quotations
for, and transactions in the Securities are capable of rapid fluctuations,
resulting from the influence of supply and demand on relatively thin volume, and
possibly in response to unsubstantiated rumors.
Of the Company's issued and outstanding 50,000,000 shares of Common Stock
as of December 31, 1996, all shares, subject to an exception for the 47,069,274
shares believed to be owned by affiliates of the Issuer, may be presently sold
in compliance with Rule 144. Rule 144 provides, among other things, and subject
to certain limitations, that a person holding Restricted Securities for a period
of two years may sell those securities, free of restriction in brokerage
transactions. Further, shares issued pursuant to 1933 Act Registration, again
subject to exceptions for affiliate ownership, are not Restricted Securities,
and are freely tradeable in brokerage transaction. Affiliates are permitted by
Rule 144 to sell affiliate owned securities (Restricted Securities held for more
than one year, and Registered Affiliate Control Securities) in limited amounts.
Possible or actual sales of the Company's Common Stock under Rule 144, or
otherwise, may have a depressive effect upon the price of the Company's Common
Stock.
By virtue of the matters and history disclosed in this report, the shares
of the Issuer's stock command only a nominal value, and no actual market for the
shares of this Issuer can be said to exist.
(b) Holders.
Management calculates that the approximate number of holders of the
Company's Common Stock, as of December 31, 1996 was approximately 270.
(c) Dividends.
No cash dividends have been paid by the Company on its Common Stock and no
such payment is anticipated in the foreseeable future.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
Page 7
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Item 6. Selected Financial Data.
The following information is provided as of the Date of this Report:
================================================================================
1996 1995 1994
================================================================================
Total Assets $1,000 0 0
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Revenues 0 0 0
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Operating Expenses 0 0 0
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Net Earnings or (Loss) 0 0 0
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Per Share Earnings
or (Loss) (0.00) (0.00) (0.00)
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Average Common Shares
Outstanding 50,000,000 2,655,726 2,655,726
================================================================================
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations .
(a) Results of Operations.
The Issuer has no current business, and has had no operations in the last
fiscal year.
(b) Liquidity and Capital Resources.
The Issuer has no capital resource and no liquidity.
Item 8. Financial Statements and Supplementary Data.
Reference is made to Auditors Report for the period from April 12, 1996, to
December 31, 1996, filed herewith. Those financial statements, attached thereto
are incorporated herein by this reference as though fully set forth herein.
Page 8
<PAGE>
Item 9. Change of Registrant's Auditor.
Frank Chovanetz, CPA, Green & McElreath, 700 Louisiana, Suite 5200,
Houston, TX 77002- 2733 has been designated as the Issuer's Independent Auditor,
on or about August 20, 1997. The Company's previous Audit was conducted by
Gandre & Armstrong P.C and dated September 25, 1989. There has been no
disagreement or dispute of any kind or sort with any auditor as to any matter.
Page 9
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PART III
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Page 10
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Item 10. Directors and Executive Officers.
The Directors and Executive Officers of the Company are set forth below.
All Officers and Directors shall serve until the next meeting of shareholders or
until their successors be elected or appointed.
Miller L. Mays III James G. Mitchell(1) Karl E. Rodriguez
PRESIDENT/DIRECTOR DIRECTOR SECRETARY/TREASURER/DIRECTOR
(1) Mr. Mitchell resigned as Director on or about October 3, 1997.
(Please see Exhibit 28.1 for Information about events subsequent to the
date of this Report)
(Please see Exhibit 28.2 for Biography of Miller L. Mays III)
(Please see Exhibit 29.3 for Biography of Karl E. Rodriguez)
Item 11. Executive Compensation.
None of the Company's Officers or Directors presently receive any
compensation.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
COMMON STOCK
To the best of Registrant's knowledge and belief the following disclosure
presents, as of the date of this report, the total beneficial security ownership
of all Directors and Nominees, naming them, and by all Officers and Directors as
a group, without naming them, of Registrant, known to or discoverable by
Registrant, and the total security ownership of all persons, entities and
groups, known to or discoverable by Registrant, to be the beneficial owner or
owners of more than five percent of any voting class of Registrant's stock.
Registrant has only one class of stock, namely Common Voting Equity Shares.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
Page 11
<PAGE>
SECURITY OWNERSHIP OF OFFICERS AND DIRECTORS AND 5% OWNERS
<TABLE>
<CAPTION>
==============================================================================================
Name and Address of Beneficial Owner Amount and Nature Percent
of Ownership of Class
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<S> <C> <C>
MILLER L. MAYS III President/Director 47,069,724 94.14
4 Normandy Drive
Kenner LA 70065
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KARL E. RODRIGUEZ Secretary/Treasurer/Director 0 0.00
3131 Royal Street
New Orleans LA 70117
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JAMES G. MITCHELL Director (1) 0 0.00
Novotel Hotel Suite 408
Conarty County, Guinea West Africa
==============================================================================================
All Officers and Directors as a Group 47,069,724 94.14
==============================================================================================
Total Shares Issued and Outstanding 50,000,000 100.00
==============================================================================================
</TABLE>
(1) Mr. Mitchell resigned as Director on or about October 3, 1997
Item 13. Certain Relationships and Related Transactions.
None.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
Page 12
<PAGE>
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PART IV
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Page 13
<PAGE>
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Financial Statements. Reference is made to Auditors Report for the
period from April 12, 1996 to December 31, 1996,
filed herewith. Those financial statements,
attached thereto are incorporated herein by this
reference as though fully set forth herein.
(b) Form 8-K Reports. No Reports on Form 8-K were filed during the last
quarter covered by this Annual Report.
(c) Exhibits. Please see Exhibit Index, following.
---------------
Supplementary Information to be Furnished With
Reports Filed Pursuant to Section 15(d) of the Act by
Registrants which Have Not Registered Securities
Pursuant to Section 12 of the Act.
No annual report or proxy material has been sent to security holders.
---------------
Page 14
<PAGE>
Signature Page
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the individual capacities and on the date indicated.
Report as of December 31, 1996.
Executed October 30, 1997
Telco Communications, Inc.
formerly Cody Capital Corporation
by
- --------------------------- ------------------------------
Miller L. Mays III Karl E. Rodriguez
PRESIDENT/DIRECTOR SECRETARY/TREASURER/DIRECTOR
Page 15
<PAGE>
Exhibit Index
Financial Statements and Documents
Furnished as a part of this Report
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Ex # FINANCIAL STATEMENTS Page #
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Telco Communications, Inc.
formerly Cody Capital Corporation
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F1 AUDITED FINANCIAL STATEMENTS for the period from April 12, 1996 to
December 31, 1996.
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(a-2) OTHER EXHIBITS Furnished as a part of this Report
Table References refer to the number assigned each category of documents by
Reg ss. 229.601.
<TABLE>
<CAPTION>
================================================================================================================================
TABLE # Ex # Table Category / Description of Exhibit Incorp Page
By Ref #
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<S> <C> <C> <C> <C>
(3) ARTICLES OF INCORPORATION AND BY-LAWS:
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3.1 Articles of Incorporation of Cody Capital Corporation
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3.2 Amendment of Articles: Name Change to
Telco Communication April 11, 1989
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3.3 Amendment of Articles: Name Change to
Innovest Capital Sources Corporation January 15, 1997
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3.4 Amendment of Articles: Change to No Par
Innovest Capital Sources Corporation September 25, 1997
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3.5 By-Laws
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(4) INSTRUMENTS DEFINING RIGHTS OF SECURITY HOLDERS
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(28) OTHER DOCUMENTS
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28.1 Statement of Material Subsequent Events
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28.2 Biography of Miller L. Mays III
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28.3 Biography of Karl E. Rodriguez
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**********************
================================================================================================================================
</TABLE>
Page 16
<PAGE>
Exhibit F1
AUDITED FINANCIAL STATEMENTS FOR THE PERIOD FROM
APRIL 12, 1996, TO DECEMBER 31, 1996
<PAGE>
TELCO COMMUNICATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENT
AND
INDEPENDENT AUDITORS' REPORT
APRIL 12, 1996 TO DECEMBER 31, 1996
<PAGE>
[LETTERHEAD GREEN & McELREATH]
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
Telco Communications, Inc.
Kenner, Louisiana
We have audited the accompanying balance sheet of Telco Communications, Inc. (a
development stage company) as of December 31, 1996, and the related statement of
operations, shareholders' equity, and cash flows for the period from April 12,
1996, to December 31, 1996. This financial statement is the responsibility of
the Company's management. Our responsibility is to express an opinion on this
financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the financial position of Telco Communications, Inc. as
of December 31, 1996, and the results of its operations and its cash flows for
the period from April 12, 1996, to December 31, 1996, in conformity with
generally accepted accounting principles.
October 21, 1997
/s/ Green & McElreath
MEMBER OF THE SEC PRACTICE SECTION
OF THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
<PAGE>
TELCO COMMUNICATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1996
ASSETS
Value in excess of amounts
allocable to identifiable assets $1,000
------
Total assets $1,000
======
SHAREHOLDERS' EQUITY
Common stock $1,000
Deficit accumulated during the development stage --
------
Total shareholders' equity $1,000
======
See notes to financial statement.
<PAGE>
TELCO COMMUNICATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM APRIL 12, 1996 TO DECEMBER 31, 1996
Revenues $ --
Expenses --
-----
Income before income taxes --
Income taxes --
Net income $ --
=====
See notes to financial statement.
<PAGE>
TELCO COMMUNICATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASHFLOWS
FOR THE PERIOD FROM APRIL 12, 1996 TO DECEMBER 31, 1996
CASHFLOWS PROVIDED
BY OPERATING ACTIVITIES- $ --
CASHFLOWS PROVIDED
BY INVESTING ACTIVITIES - --
CASHFLOWS PROVIDED
BY FINANCING ACTIVITIES - --
------
NET INCREASE IN CASH --
CASH AT BEGINNING OF PERIOD --
------
CASH AT END OF PERIOD $ --
======
See notes to financial statement.
<PAGE>
TELCO COMMUNICATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE PERIOD FROM APRIL 12, 1996 TO DECEMBER 31, 1996
Deficit
Accumulated
Common Stock, During the
-------------------------- Development
Shares Amount Stage
------ ------ -----
Stock purchased from
bankruptcy estate 2,655,726 $ 1,000 $ --
Additional issuance 47,344,374 -- --
---------- ---------- ------
Balances at December 31, 1996 50,000,000 $ 1,000 $ --
========== ========== ======
See notes to financial statement.
<PAGE>
TELCO COMMUNICATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENT
FOR THE PERIOD FROM APRIL 12, 1996 TO DECEMBER 31, 1996
1. BASIS OF PRESENTATION
Telco Communications, Inc. (the "Company"), was incorporated under the name
of Cody Capital Corporation under the laws of the State of Colorado on
December 9, 1987. The Company completed a public offering in 1988. In 1989,
Cody Capital Corporation acquired all of the issued and outstanding stock
of Telco of Baton Rouge, Inc. and changed its name to Telco Communications,
Inc. In 1994, the Company filed for Chapter 11 Bankruptcy protection. A
short time later, the Bankruptcy Court converted the case from Chapter 11
to Chapter 7. As a result, a Trustee was placed in control of the affairs
of the Company and replaced the Board of Directors. On April 12, 1996, (the
date of inception), the Trustee of the bankruptcy estate sold the corporate
shell of the Company for $1,000 cash, resulting in a new reporting entity.
The sale was free and clear of all assets, liabilities and claims of any
kind. At the time of the sale, the Company was in liquidation and had no
business operations. On January 15, 1997, the corporate name was changed to
Innovest Capital Sources Corporation.
The Company recognizes income and expenses on the accrual basis of
accounting.
The Company considers all highly liquid investments with maturities of
three months or less to be cash equivalents.
The preparation of financial statement in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statement and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
The office of the Company is located in Kenner, Louisiana. The Company has
no employees or facilities. The records are maintained by the President and
majority shareholder at no expense to the Company.
2. INCOME TAXES
The Company was inactive from April 12, 1996 to December 31, 1996.
Therefore, no provision for current or deferred income tax was recorded in
the financial statement. Any future deferred tax asset will be offset by a
valuation allowance until such time as the Company demonstrates future
profitability.
(Continued)
<PAGE>
TELCO COMMUNICATIONS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENT
FOR THE PERIOD FROM APRIL 12, 1996 TO DECEMBER 31, 1996
3. GOING CONCERN
The Company has been in the development stage since April 12, 1996, the
date the Trustee of the bankruptcy estate sold the corporate shell. The
Company has been seeking new business opportunities, including business
combinations, associations, joint ventures, merger and/or acquisition
programs to achieve profitability for the shareholders. These factors raise
issues about the Company's ability to continue as a going concern.
4. COMMON STOCK
The Corporation is authorized to issue 50,000,000 shares of stock. At the
time of the sale of the corporate shell on April 12, 1996, there were
2,655,726 shares of stock issued and outstanding. Immediately after the
sale, 47,344,274 shares were issued bringing the total issued and
outstanding shares to 50,000,000. The Articles of Incorporation were
amended to change the par value from $.001 per share to no par. All
references in the accompanying financial statement and notes to the per
share amounts have been restated to reflect the change in par value.
5. SUBSEQUENT EVENTS
On or about June 23, 1997, a written offer to purchase the Company was
entered into.
(Concluded)
Exhibit 3.1
Articles of Incorporation of Cody Capital Corporation
Telco Communications, Inc. December 31, 1996 Form 10-KSB Page 18
<PAGE>
[STAMP] [STAMP]
RECEIVED FILED
ARTICLES OF INCORPORATION
DEC 9 10 52 AM '87 DEC -9 1987
OF
DEPARTMENT OF STATE STATE OF COLORADO
STATE OF COLORADO CODY CAPITAL CORPORATION DEPARTMENT OF STATE
The undersigned natural person, who is more than eighteen years of age,
hereby establishes a corporation pursuant to the Statutes of Colorado and adopts
the following Articles of Incorporation:
FIRST: The name of the corporation is CODY CAPITAL CORPORATION.
SECOND: The corporation shall have perpetual existence.
THIRD: (a) Purposes. The nature, objects and purposes of the business to be
transacted shall be as follows:
(i) The seeking out and completion of a merger with or acquisition of
other companies or businesses.
(ii) To transact all lawful business for which corporations may be
incorporated pursuant to the Colorado Corporation Code, as amended.
FOURTH: (a) The aggregate number of shares which the corporation shall have
authority to issue is 50,000,000 shares of common stock having a par value of
$.001 per share.
(b) Each shareholder of record shall have one vote for each share of stock
standing in his or her name on the books of the corporation and entitled to
vote, except in the election of directors, he or she shall have the right to
vote such number of shares for as many persons as there are directors to be
elected. Cumulative voting shall not be permitted in the election of directors
or otherwise.
(c) At all meetings of shareholders, one-third of the shares entitled to
vote at such meeting, represented in person or by proxy, shall constitute a
quorum.
(d) The shareholders, by vote or concurrence of a majority of the
outstanding shares of the corporation, or any class or series thereof, entitled
to vote on the subject matter, may take any action which, except for this
Article, would require a two-thirds vote under the Colorado Corporation Code, as
amended.
(e) No shareholder of the corporation shall have any Preemptive or other
right to subscribe for any additional unissued or treasury shares of stock or
for other securities of any class, or for rights, warrants or options to
purchase stock, or for scrip, or for securities of any kind convertible into
stock or carrying stock purchase warrants or privileges.
1
<PAGE>
(f) The board of directors may from tame to time distribute to the
shareholders in partial liquidation, out of stated capital or capital surplus of
the corporation, a portion of its assets, in cash or property, subject to the
limitations contained in the statutes of Colorado and these Articles of
Incorporation.
FIFTH: The number of directors of the corporation shall be fixed by the
bylaws and shall not be less than three nor more than nine. Three directors
shall constitute the initial board of directors. The names and addresses of the
initial directors are as follows:
Hans H. Richter
5143 South Jamaica Way
Aurora, Colorado 80111
Christoph P. P. Muller
c/o Red Lion Inn
Boulder Canyon Highway 119
Boulder, Colorado 80302
R. Michael Jackson
143 Union Boulevard, Suite 900
Lakewood, Colorado 80228
SIXTH: The address of the initial registered office of the corporation is
5143 South Jamaica Way, Aurora, Colorado 80111.
The name of its initial registered agent at such address Hans H. Richter.
The corporation may conduct part or all of its business in any other part
or Colorado, of the United States or of the world. It may hold, purchase,
mortgage, lease end convey real and personal property in any of such places.
SEVENTH: The following legend will be placed on each share certificate
issued by the corporation, unless registered under applicable securities laws,
to restrict the transferability of the corporation's shares:
"The shares represented by this certificate have not been registered under
the Securities Act of 1933. The shares have been acquired for investment and may
not be sold, transferred, pledged or hypothecated in the absence of an effective
registration statement for the shares under the Securities Act of 1933, or an
opinion of counsel to the company that registration is not required under said
Act."
In addition, the board of directors is authorized to impose any restriction
on the sale, pledge, transfer or other disposition of shares of the corporation
by the shareholders which, in its sole discretion, is necessary or desirable for
the corporation, including, but not limited to, those restrictions
2
<PAGE>
necessary to enable the corporation to comply with state and federal securities
laws.
EIGHTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the corporation, and the same are
in furtherance of and not in limitation or exclusion of the powers conferred by
law.
(a) Contracts with directors, etc. No contract or other transaction between
the corporation and one or more of its directors or any other corporation, firm,
association or entity in which one or more of its directors are directors or
officers or are financially interested shall be either void or voidable solely
because of such relationship or interest or solely because such directors are
present at the meeting of the board of directors or a committee thereof which
authorizes, approves or ratifies such contract or transaction or solely because
their votes are counted for such purpose if: (i) the fact of such relationship
or interest is disclosed or known to the board of directors or committee which
authorizes, approves or ratifies the contract or transaction by a vote or
consent sufficient for the purpose without counting the votes or consents of
such interested directors; or (ii) the fact of such relationship or interest is
disclosed or known to the shareholders entitled to vote and they authorize,
approve or ratify such contract or transaction by vote or written consent; or
(iii) the contract or transaction is fair and reasonable to the corporation.
Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the board of directors or a committee thereof which
authorizes, approves or ratifies such contract or transaction.
(b) Indemnification of directors, etc. The corporation shall indemnify, to
the extent permitted by law, any director, officer, agent, fiduciary or employee
of the corporation against any claim, liability or expense arising against or
incurred by such person as a result of actions reasonably taken by him at the
direction of the corporation. The corporation shall further have the authority
to the full extent permitted by law to indemnify its directors, officers,
agents, fiduciaries and employees against any claim, liability or expense
arising against or incurred by them in all other circumstances and to maintain
insurance providing such indemnification.
(c) Negation of equitable interests in shares or rights. The corporation
shall be entitled to treat the registered holder of any shares of the
corporation as the owner thereof for all purposes, including all rights deriving
from such shares, and shall not be bound to recognize any equitable or other
claim to, or interest in such shares, or rights deriving from such shares, and
the part of any other person, including but without limiting the generality
hereof, a purchaser, assignee or transferee of such shares or rights deriving
from such shares, unless and until such purchaser, assignee, transferee or other
person becomes the registered holder of such shares, whether or not the
corporation shall have either actual or constructive notice of the interest
3
<PAGE>
of such purchaser, assignee, transferee or other person. The purchaser, assignee
or transferee of any of the shares of the corporation shall not be entitled: to
receive notice of the meetings of the shareholders; to vote at such meetings; to
examine a list of the shareholders; to be paid dividends or other sums payable
to shareholders; or to own, enjoy and exercise any other property or rights
deriving from such shares against the corporation, until such purchaser,
assignee or transferee has become the registered holder of such shares.
Notwithstanding the foregoing, the directors may recognize as record owners
shareholders who have been certified as such pursuant to the procedures required
by the Colorado Corporation Code, the corporation's bylaws, and the board of
directors.
NINTH: The name and address of the incorporator is:
R. Michael Jackson
143 Union Boulevard, Suite 900
Lakewood, Colorado 80228
DATED the 8 day of December, 1987.
/s/ Illegible
-------------------------
Incorporator
VERIFICATION
STATE OF COLORADO )
) ss.
COUNTY OF JEFFERSON )
I, Sheryl Thompson, a notary public, hereby certify that on the 8th day of
December, 1987, personally appeared before me R. Michael Jackson, who being by
me first duly sworn, declared that he is the person who signed the foregoing
document as incorporator and that the statements therein contained are true.
My commission expires: 10-25-88
/s/ Sheryl Thompson
-------------------------
Notary Public
Exhibit 3.2
Amendment of Articles: Name Change to
Telco Communication April 11, 1989
<PAGE>
[STAMP] [STAMP]
RECEIVED FILED
1989 APR 11 AM 11:21 APR 11 1989
SECRETARY OF STATE STATE OF COLORADO
STATE OF COLORADO DEPARTMENT OF STATE
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
Cody Capital Corporation
A Colorado Corporation
Pursuant to the provisions of the Colorado Corporations Act, the
Corporation adopted an amendment to the Articles of Incorporation filed with the
Secretary of State of Colorado.
1) The name of the Corporation is Cody Capital Corporation.
2) The following amendments were adopted by the shareholders of the
Corporation on March 15, 1989, in the manner prescribed by the Colorado
Corporations Act:
The shareholders authorized to change the name of the Company from "Cody
Capital Corporation" to "TELCO COMMUNICATIONS, INC."
3) The number of voting shares outstanding was 2,061,000 and 1,457,000
outstanding shares were represented at the meeting.
4) All 1,457,000 outstanding shares of the Corporation represented at the
meeting voted for the amendment, none voted against.
CODY CAPITAL CORPORATION
By: /s/ ILLEGIBLE
--------------------------------
President
By: /s/ ILLEGIBLE
--------------------------------
Secretary
Exhibit 3.3
Amendment of Articles: Name Change to
Innovest Capital Sources Corporation January 15, 1997
<PAGE>
Mail to: Secretary of State For office use only
Corporations Section
1560 Broadway, Suite 200
Denver, CO 80202
(303)584-2251
Fax (303)584-2242 -------------------
MUST BE TYPED
FILING FEE: $25.00
MUST SUBMIT TWO COPIES
ARTICLES OF AMENDMENT
Please include a typed TO THE
self-addressed envelope ARTICLES OF INCORPORATION
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the corporation is Telco Communications, Inc.
SECOND: The following amendment to the Articles of Incorporation was adopted on
January 15, 1997, as prescribed by the Colorado Business Corporation Act, in the
manner marked with an X below:
_____ No shares have been Issued or Directors Elected - Action by
Incorporators
_____ No shares have been issued but Directors Elected - Action by
Directors
_____ Such amendment was adopted by the board of directors where shares
have been issued and shareholder action was not required.
__X__ Such amendment was adopted by a vote of the shareholders. The number
of shares voted for the amendment was sufficient for approval.
THIRD: If changing corporate name, the new name of the corporation is
INNOVEST CAPITAL SOURCES CORPORATION.
FOURTH: The manner, if not set forth, in such amendment, in which any exchange,
reclassification, or cancellation of issued shares provided for in the amendment
shall be effected, is as follows:
If these amendments are to have a delayed effective date, please list that
date: ___________________________.
(Not to exceed ninety (90) days from the date of filing)
Signature /s/ [ILLEGIBLE]
---------------------------------------
Title President
---------------------------------------
Revised 7/95
Exhibit 3.4
Amendment of Articles: Change to
No Par: Innovest Capital Sources Corporation September 25, 1997
<PAGE>
FILED COPY
STOCK CHANGE
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
Innovest Capital Sources Corporation
[STAMP]
19971153492 M
$25.00
SECRETARY OF STATE
09-25-97 11:59:16
Pursuant to the provisions of the Colorado Corporation Code, the
undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
First: The name of the Corporation is Innovest Capital Sources Corporation
Second: The following amendment to the Articles of Incorporation was
adopted on July 11, 1995 as prescribed by the Colorado Corporation Code, in the
following manner:
[x] Such Amendment was adopted by vote of the shareholders. The number of shares
voted for the amendment was sufficient for approval.
The Common Stock of the Corporation shall have a par value of No Par.
Third: In all other respects, the Articles as originally filed remain in
full force and effect as stated.
We, the undersigned, being the President and Secretary of this Corporation
do make and file these Articles of Amendment, for the purpose of Amending the
Articles of Incorporation as originally filed pursuant to the Colorado
Corporation Code, and accordingly have set our hand hereunto this day in
certification thereof: August 31, 1997.
/s/ Miller L. Mays /s/ Karl E. Rodriguez
- ------------------------------- -------------------------------
Miller L. Mays, III Karl E. Rodriguez
PRESIDENT, DIRECTOR SECRETARY/TREASURER, DIRECTOR
Exhibit 3.5
By-Laws
<PAGE>
BYLAWS
OF
TELCO COMMUNICATIONS, INC.
I.
SHAREHOLDERS
Section 1. Place of Holding Meetings.
All meetings of shareholders shall be held at the principal business office
of the corporation in New Orleans, Louisiana, or at such other place as may be
specified in the notice of the meeting.
Section 2. Annual Election of Directors.
The annual meeting of shareholders for the election of directors, and the
transaction of other business, shall be held at 2:00 p.m., on the second Tuesday
of June of each year, or the first business day thereafter when such day is a
generally observed business holiday, beginning with the year 1997.
Section 3. Voting
A. On demand of any shareholder, the vote for directors, or on any
question before a meeting, shall be by ballot. All elections shall be
had by plurality, and all questions decided by majority, of the votes
cast except as otherwise provided by the articles by bylaws.
B. At each meeting of shareholders, a list of the shareholders entitled
to vote, arranged alphabetically and certified by the Secretary,
showing the number and class of shares held by each such shareholder
on the record date for the meeting, shall be produced on the request
of any shareholder.
Section 4. Quorum
Except as provided in the next section hereof, any number of shareholders,
together holding at least a majority of the outstanding shares entitled to vote
thereat, who are present in person or represented by proxy at any meeting,
constitute a quorum for the transaction of business despite the subsequent
withdrawal or refusal to vote of any shareholder.
- 1 -
<PAGE>
Section 5. Adjournment of Meeting.
If less than a quorum is in attendance at any time for which a meeting is
called, the meeting may, after the lapse of at least half an hour, be adjourned
by a majority in interest of the shareholders present or represented and
entitled to vote thereat. If notice of such adjourned meeting is sent to the
shareholders entitled to vote at the meeting, stating the purpose or purposes of
the meeting and the previous meeting failed for lack of quorum, then any number
of shareholders, present in person or represented by proxy, and together holding
at least one-fourth of the outstanding shares entitled to vote thereat,
constitute a quorum at the adjourned meeting.
Section 6. Special Meetings: How Called.
Special meetings of the shareholders for any purpose or purposes may be
called by the president or by any two directors.
Section 7. Notice of Shareholders' Meetings.
Written or printed notice, stating the place and time of any meeting, and,
if a special meeting, the general nature of the business to be considered, shall
be given to each shareholder entitled to vote thereat, at his last known
address, at least then (10) days before the meeting in the case of an annual
meeting and five (5) days before the meeting in the case of a special meeting.
Any irregularity in the notice of an annual meeting held at the corporation's
principal business office at the time prescribed in Section 2 of this Article
I., shall not affect the validity of the meeting or any action taken thereat.
II.
DIRECTORS
Section 1. Number of Directors.
The number of directors of the company is not less than three (3) nor more
than seven (7) except that when all of the outstanding shares are held of record
by fewer than three shareholders, then there need only as many directors as
there are shareholders.
Section 2. Place of Holding Meetings.
Meetings of the directors, regular or special, may be held at any place,
within or outside Louisiana, as the board may determine. Meetings
- 2 -
<PAGE>
of the directors may be attended telephonically, provided all attending
directors certify the minutes of the meeting in writing.
Section 3. First Meeting.
The first meeting of each newly elected board of directors shall be held
immediately following the annual meeting of shareholders, and no notice of such
meeting shall be necessary to the newly elected directors in order legally to
constitute the meeting, provided a quorum is present; or they may meet at such
time and place as fixed by the consent in writing of all of the directors, or by
notice given by the majority of the remaining directors. At the first meeting or
at any subsequent meeting called for the purpose, the directors shall elect the
officers of the corporation.
Section 4. Regular Directors' Meeting.
Regular meetings of the directors shall be held at least semi-annually, and
may be designated by the directors.
Section 5. Special Directors' Meeting: How Called.
Special meetings of the directors may be called at any time by the board of
directors or by the executive committee, if one be constituted, by vote at a
meeting, or by the president, or in writing, with or without a meeting, by a
majority of the directors or of the members of the executive committee. Special
meetings may be held at such place or places within or outside Louisiana as may
be held at such place as may be designated in the notice thereof.
Section 6. Notice of Special Directors' Meetings.
Notice of the place and time of every special meeting of the board of
directors shall be delivered to each director, or sent to him by telegraph or by
mail, of by facsimile machine, or by leaving the same at his residence or usual
place of business, at least two (2) days before the date of the meeting.
Section 7. Quorum.
At all meetings of the board, a majority of the directors in office and
qualified to act constitute a quorum for the transaction of business, and the
action of a majority of the directors present at any meeting at which a quorum
is present is the action of the board of directors, unless the occurrence of a
greater proportion is required for such action by law, the articles or these
bylaws. If a quorum is not present at any meeting of
- 3 -
<PAGE>
directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum is
present. If a quorum be present, the directors present may continue to act by
vote of a majority of a quorum until adjournment, notwithstanding the subsequent
withdrawal of enough directors to leave less than a quorum or the refusal of any
directors present to vote.
Section 8. Remuncration to Directors.
Directors, as such, shall not receive any stated salary for their services,
but by resolution of the board, expenses of attendance, if any, and except as to
salaried officers or employees of the corporation or an affiliated company, a
fixed fee may be allowed to directors for attendance at each regular or special
meeting of the board or of any committee thereof; but this Section does not
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor.
Section 9. Powers of Directors.
The board of directors has the management of the business of the
corporation, and subject to any restrictions imposed by law, the articles or
these bylaws, may exercise all the powers of the corporation. Without prejudice
to such general powers, the directors have the following specific powers;
(a) From time to time, to devolve the powers and duties of any officer
upon any other person for the time being.
(b) To confer upon any officer the power to appoint, remove and suspend,
and fix and change the compensation of, subordinate officers, agents
and factors.
(c) To determine who shall be entitled to vote, or to assign and transfer
any shares of stock, bonds, debentures or other securities of other
corporations held by this corporation.
(d) To delegate any of the powers of the board to any standing or special
committee or to any officer or agent (with power to subdelegate) upon
such terms as they deem fit.
Section 10. Resignations.
The resignation of a director shall take effect on receipt thereof by the
president or secretary, or on any later date, not more then thirty (30) day
after such receipt, specified therein.
- 4 -
<PAGE>
III.
COMMITTEES
Section 1. Executive Committee.
The board of directors may delegate the day-to-day managerial functions of
the company to an executive committee delegating whatever powers to said
committee which the board in its discretion may deem fit to so delegate. If an
executive committee is appointed, the president shall be a member, and two (2)
other members of the board of directors shall likewise be members, and the
committee shall have all of the powers of the board when the board is not
in session, except the power to declare dividends, make or alter bylaws, fill
vacancies on the board or the executive committee, or change the membership of
the executive committee.
Section 2. Minutes of Meetings of Committees.
Any committees designated by the board shall keep regular minutes of their
proceedings, and shall report the same to the board when required, but no
approval by the board of any action properly taken by a committee shall be
required.
Section 3. Procedure.
If the board fails to designate the chairman of a committee, the president,
if a member, shall be chairman. Each committee shall meet at such times as it
shall determine, and at any time on call of the chairman. A majority of a
committee constitutes a quorum, and the committee may take action either by vote
of a majority of the members present at any meeting at which there is a quorum
or by written concurrence of a majority of the members. In case of absence or
disqualification of a member of a committee of any meeting thereof, the
qualified members present, whether or not they constitute a quorum, may
unanimously appoint a director to act in place of the absent or disqualified
member. The board has power to change the members of any committee at any time,
to fill vacancies and to discharge any committee at any time.
IV.
OFFICERS
Section 1. Titles.
- 5 -
<PAGE>
The officers of the corporation shall be a president, one or more vice
presidents, a treasurer, a secretary, and such other officers as may, form time
to time, be elected or appointed by the board. Any two officers may be combined
in the same person, and none need be a director.
Section 2. Chairman of the Board.
The Chairman shall, when present, preside at all meetings of any directors
and shareholders.
Section 3. President.
The president is the chief executive officer, with general management of
the corporation's business and power to make contracts in the ordinary course of
business; shall see that all orders and resolutions of the board are carried
into effect and direct the other officers in the performance of their duties;
has power to execute all authorized instruments; and shall generally perform all
acts incident to the office of president; or which are authorized or required
by law, or which are incumbent upon him under the provisions of the articles and
these bylaws.
Section 3. Vice President.
Each vice president shall have such powers, and shall perform such duties,
as shall be assigned to him by the directors or by the president, and, in the
order determined by the board, shall, in the absence or disability of the
president, perform his duties and exercise his powers.
Section 4. Treasurer.
The treasurer has custody of all funds, securities, evidences of
indebtedness and other valuable documents of the corporation. He shall receive
and give, or cause to be given, receipts and acquittances for moneys paid in on
account of the corporation, shall pay out of the funds on hand all just debts of
the corporation of whatever nature, when due. He shall enter, or cause to be
entered, in books of the corporation to be kept for that purpose, full and
accurate accounts of all moneys received and paid out on the account of the
corporation, and, whenever required by the president of the directors, he shall
render a statement of his accounts. He shall keep or cause to be kept such books
as will show a true record of the expenses, gains, losses, assets and
liabilities of the corporation; and he shall perform all of the other duties
incident to the office of the treasurer. If required by the board, he shall give
the corporation a bond for the faithful discharge of his duties and for
restoration to the corporation, upon
- 6 -
<PAGE>
termination of his tenure, of all property of the corporation under his control.
Section 5. Secretary.
The secretary shall give, or cause to be given, notice of all meetings of
shareholders, directors and committees, and all other notices required by law or
by these bylaws, and in the case of his absence or refusal or neglect to do so,
any such notice may be given by the shareholders or directors upon whose request
the meeting is called as provided in these bylaws. He shall record all the
proceedings of the meetings of the shareholders, of the directors, and of
committees in a book to be kept for that purpose. Except as otherwise determined
by the directors, he has charge of the original stock books, transfer books and
stock ledgers, and shall act as transfer agent in respect to the stock and other
securities issued by the corporation. He has custody of the seal of the
corporation, and shall affix it to all instruments requiring it; and he shall
perform such other duties as he may be assigned to him by the directors or the
president.
Section 6. Assistants.
Assistant secretaries or treasurers shall have such duties as may be
delegated to them by the secretary and treasurer respectively.
V.
CAPITAL STOCK
Section 1. Certificate of Stock.
Certificates of stock, numbered, with the seal of the corporation affixed,
signed by the president or a vice president, and the treasurer or secretary,
shall be issued to each shareholder, certifying the number of shares owned by
him in the corporation. If the stock certificates are countersigned by a
transfer agent and a registrar, the signatures of the corporate officers may be
facsimile.
Section 2. Lost Certificates.
A new certificate of stock may be issued in place of any certificate
therefore issued by the corporation, alleged to have been lost, stolen,
mutilated or destroyed, or mailed and not received, and the directors may in
their discretion require the owner of the replaced certificate to give the
corporation a bond, unlimited as to stated amount, to indemnify the company
against any claim which may be made against it on account of
- 7 -
<PAGE>
the replacement of the certificate or any payment made or other action taken in
respect thereof.
Section 3. Transfer of Shares.
Shares of the stock of the corporation are transferable only on its books,
by the holders thereof in person or by their duly authorized attorneys or legal
representatives, and upon such transfer, the old certificates shall be
surrendered to the person in charge of the stock-transfer records, by whom they
shall be canceled, and new certificates shall thereupon be issued. A record
shall be made of each transfer, and whenever a transfer is made for collateral
security, and not absolutely, it shall be so expressed in the entry of the
transfer. The board may make regulations concerning the transfer of shares, and
may in their discretion authorize the transfer of shares from the names of
deceased person whose estates are not administered, upon receipt of such
indemnity as they may require.
Section 4. Record Dates.
The board may fix a record date for determining shareholders of record for
any purpose, such date to be not more than sixty (60) days and, if fixed for the
purpose of determining shareholders entitled to notice of and to vote at a
meeting, nor more than ten (10) days, prior to the date of the action for which
the date is fixed.
Section 5. Transfer Agents, Registrars.
The board may appoint and remove one or more transfer agents and registrars
for any class of stock. If such appointments are made, the transfer agents shall
effect original issuances of stock certificates and transfers of shares, record
and advise the corporation and keep the stock, transfer and other pertinent
records; and the registrar shall prevent over-issues by registering and
countersigning all stock certificates issued. A transfer agent and registrar may
be identical. The transfer agent and registrars, when covered with the company
as obligees by an indemnity bond substantially in a form, and issued by a surety
company, approved by the corporation's general counsel and providing indemnity
unlimited in stated amount, or in form and amount and signed by a surety
approved by the board, and upon receipt of an appropriate affidavit and
indemnity agreement, may (a) countersign, register and deliver, in place of any
stock certificate alleged to have been lost, stolen destroyed or mutilated, or
to have been mailed and not received, a replacement certificate for the same
number of shares, and make any payment, credit, transfer, issuance, conversion
or exchange to which the holder may be entitled in respect of
- 8 -
<PAGE>
such replaced certificate, without surrender thereof for cancellation, and (b)
effect transfers of shares from the names of deceased persons whose estates (not
exceeding $1,000.00 in gross asset value) are not administered.
VI.
MISCELLANEOUS PROVISIONS
Section 1. Corporate Seal.
The corporate seal is circular in form, and contains the name of the
corporation and the words "SEAL, LOUISIANA", the seal may be used by causing it,
or a facsimile thereof, to be impressed or affiliated or otherwise reproduced.
Section 2. Checks, Drafts, Notes.
All checks, drafts, other orders for the payment of money, and notes or
other evidences of indebtedness, issued in the name of the corporation, shall be
signed by such officer or officers, agent or agents of the corporation and in
such manner as shall, from time to time, be determined by the board.
Section 3. Notice
Whenever any notice is required by these bylaws to be given, personal
notice is not meant unless expressly so stated; and notice is sufficient if
given by depositing the same in a mail receptacle in a sealed postage paid
envelop addressed to the person entitled thereto at this last known address as
it appears on the day of such mailing.
Section 4. Waiver of Notice.
Whenever any notice of the time, place or purpose of any meeting of
shareholders, directors or committee is required by law, the articles or these
bylaws, a waiver thereof in writing, signed by the person or persons entitled to
such notice and filed with the records of the meeting before or after the
holding thereof, or actual attendance at the meeting of shareholders in person
or by proxy or at the meeting of directors or committee in person, is equivalent
to the giving of such notice except as otherwise provided by law.
- 9 -
<PAGE>
VII.
AMENDMENTS
The shareholders or the directors, by affirmative vote of a majority of
those present or represented, may, at any meeting, amend or alter any of the
bylaws; subject, however, to the right of the shareholders to change or repeal
any bylaws made or amended by the directors.
THUS DONE AND SIGNED this 12th day of June, 1996.
/s/ [ILLEGIBLE]
---------------------------------
President/CEO
ATTEST:
/s/ [ILLEGIBLE]
- ---------------------------------
Secretary
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> APR-12-1996
<PERIOD-END> DEC-31-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 50,000,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 1,000
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
Exhibit 28.1
STATEMENT OF MATERIAL SUBSEQUENT EVENTS
Telco Communications, Inc. December 31, 1996 Form 10-KSB Page 23
<PAGE>
STATEMENT OF MATERIAL SUBSEQUENT EVENTS
The following events occurring subsequent to the date of this Report are
deemed material and are disclosed as follows:
(1) Officers and Directors
On January 15, 1997, a Majority of Shareholders met and resolved to
re-elect existing directors and to elect James G. Mitchell additional Director.
On or about October 3, 1997, James G. Mitchell resigned as director and officer
of the issuer, citing the press of other business commitments.
(2) Change of Par Value
On January 15, 1997, a Majority of Shareholders met and resolved to
authorize a change of the name of the Corporation to Innovest Capital Sources
Corporation.
(3) Change of Par Value
On or about September 25, 1997, the Issuer amended its articles to change
the par value to "no par".
(4) Intention to Reverse Split
The Company intends to propose to shareholders a reverse split of the
Company's common stock by which every fifty 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 1,000,000
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.
(5) Stock for Services following Reverse Split to be proposed
The Company has incurred legal, professional and consulting fees and
expenses in the amount of $134,410.00 in connections with matters arising since
emergence from Bankruptcy. The Company intends to propose to shareholders to pay
for these services with stock rather than cash. The stock to be proposed to be
issued would be post-reverse. Accordingly, after the pre-reverse 50,000,000
shares would become 1,000,000 post-reverse, and if the 5,000,000 shares be
approved and issued, the total issued and outstanding, post-reverse would then
be 6,000,000 shares.
(6) Proposed Change of Name and Place of Incorporation
The Company intends to propose to shareholders, 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.
The Issuer is considering a Plan of Reorganization by which Innovest
Capital Sources Corporation and Solar Energy Ltd. 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 would remain in
Delaware, having acquired the operational history of Innovest, and the corporate
existence of Innovest would continue in and through Solar, and only in and
through Solar Energy Ltd.
Telco Communications, Inc. December 31, 1996 Form 10-KSB Page 24
<PAGE>
While Solar Energy Ltd. (the Corporation into which this Company may merge)
has acquired an assignment, in principle only, of an agreement (entitled "Offer
to Purchase" dated June 23, 1997) to acquire Hydro-Air Technologies, Inc., a
company which has developed certain intellectual property rights with which they
intend to generate commercially valuable electric power using the heat of
evaporation; these arrangements are extremely tentative and uncertain of
consummation. Even if the shareholders approve the transition-merger with Solar,
which is not certain, it remains uncertain as well whether Solar and Hydro-Air
will arrive at mutually acceptable terms.
Telco Communications, Inc. December 31, 1996 Form 10-KSB Page 25
Exhibit 28.2
BIOGRAPHY OF MILLER L. MAYS III
<PAGE>
Miller L. Mays, III DOB: 12/18/44
4 Normandy Drive Married w/2 children
Kenner LA 70065
Education:
- ----------
Louisiana Tech University - Ruston, LA
Military:
- ---------
U.S.A.F.
1994 - Present President/Director
Innovest Capital Sources Corporation
President
Telco Holdings Corporation
Joint Venture Partner with Grace Medical Billings of
New Orleans.
1989 - 1992 Vice President/C.E.O.
JDI International Telecommunications, Inc.
Built an international toll system in Eastern Russia,
which was sold to Midcom of Seattle.
1987 - 1991 Chairman of the Board
MRCS
Largest medical collection agency in Louisiana. Sold to
partners.
President
PMF Capital, Inc.
Funded medical receivables. Sold to partners.
1981 - 1984
Vice President/Founder/Director
Telemarketing, Inc.
Long distance reseller. Sold to L.D.D.S.
1973 - 1979
District Manager
Ryder Truck Rental, Inc.
Exhibit 28.3
BIOGRAPHY OF KARL E. RODRIGUEZ
<PAGE>
KARL E. RODRIGUEZ
- --------------------------------------------------------------------------------
EDUCATION
1969-1972 Louisiana State University Law School
Juris Doctor Degree
1965-1969 Northeast Louisiana University
UNIVERSITY ACTIVITIES AND HONORS
Student Government President
Who's Who in Colleges and Universities
Omicron Delta Kappa National Honorary Leadership Fraternity
International Vice President of Circle K. (Kiwanis-affiliated service
organization)
Outstanding Senior Award from University Administration
AFFILIATIONS
Louisiana State Bar Association
New Orleans Metropolitan Association of Realtors
PROFESSIONAL HISTORY
1972-Present Attorney at Law
Business and corporate practice
1995-Present Latter & Blum Real Estate, Inc. - Realtor
Specializing in historic properties in New Orleans French Quarter
area.
1992-Present Healthcare Financial and Management Services, Inc. - President
Company Medicaid enrollment Centers of three Louisiana hospitals
and provided billing services to physicians.
1993-1994 Telco Communications, Inc. - Director, Corporate Secretary and
General Counsel
Long distance reseller company.
1992-1993 MedAmerica, LLC - Managing Director
Operated Kidmed clinics, a Medicaid funded preventive and
diagnostic medicine clinic for children.
1986-1991 Bhuff's Limited Partnership - Project Manager
Participated in structure of limited partnership, raising capital
and on-site
- --------------------------------------------------------------------------------
