SCHEDULE 14A
Reg ss. 240.14a-101
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
[X] Preliminary Information Statement
Innovest Capital Sources Corporation,
formerly, Telco Communications, Inc.,
and formerly, Cody Capital Corporation,
Registrant's Name
Filed by Registrant [x]
Payment of fees [x]
1) Title of Class of Securities to which this transaction applies: Common Stock
2) Aggregate number of secutities 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
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PRELIMINARY PROXY MATERIALS
Innovest Capital Sources Corporation,
formerly, Telco Communications, Inc.,
and formerly, Cody Capital Corporation,
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held November 26 1997
To the Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders, to
be held at 10:00 a.m., on November 26, 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 60 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 October..... 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 int he 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:
Secretary
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PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
to be held November 26, 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 November 26, 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 60 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 furnised 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,
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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 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 10, 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 60 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
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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 sixty 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 833,333.33 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.
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 connections 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 is post-reverse.
Accordingly, after the pre-reverse 50,000,000 shares would become 833,333.33
post-reverse, and if the 5,000,000 shares be approved and issued, the total
issued and outstanding, post-reverse would then be 5,833,333.33 shares.
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.
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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.
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.
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
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.
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.
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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>
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NAME AND ADDRESS OF BENEFICIAL OWNER AMOUNT AND PERCENT
NATURE OF OF CLASS
OWNERSHIP
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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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All Officers and Directors as a Group 47,069,724 94.14
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Total Shares Issued and Outstanding 50,000,000 100.00
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</TABLE>
The following Table B sets forth an analysis of the present shareholder
base of Innovest.
<TABLE>
<CAPTION>
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ISSUED/WHEN ISSUED SHARES PERCENT
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<S> <C> <C>
Founders shares (1987) 800,000 1.60
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"1933 Act" Public shares (1989) 1,855,726 3.71
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"Affiliate Control" shares Miller L. Mays III (1996) 47,069,274 94.14
(Issued pursuant to emergence from Bankruptcy)
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New Investment shares (1996) (Converted to stock by 275,000 0.55
Bondholders upon emergence from Bankruptcy)
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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 833,333.33 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.
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
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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 of facsimile.
CONCLUSION
It is important that proxies be returned promptly. Stockholders 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 furnised 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. Special reference is directed to the Audited
Financial Statements for the period ended December 31, 1996.
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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 November 26, 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:
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I do wish to attend in person.
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I do not wish to attend in person.
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I do wish to attend by a representative whose name and address is as follows:
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I do not wish to attend by a representative.
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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;
==============================================================
FOR AGAINST ABSTAIN
==================--------------------------------------------------------------
Proposal No. 1
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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;
==============================================================
FOR AGAINST ABSTAIN
==================--------------------------------------------------------------
Proposal No. 2
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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;
==============================================================
FOR AGAINST ABSTAIN
==================--------------------------------------------------------------
Proposal No. 3
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PROPOSAL No. 4
ELECT TWO DIRECTORS TO THE BOARD OF DIRECTORS;
for Director
Joel S. Dumaresq
==============================================================
FOR AGAINST ABSTAIN
==================--------------------------------------------------------------
Proposal No.4a
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for Director
Norman Wareham
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FOR AGAINST ABSTAIN
==================--------------------------------------------------------------
Proposal No. 4b
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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;
==============================================================
FOR AGAINST ABSTAIN
==================--------------------------------------------------------------
Proposal No. 5
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I do wish to vote as I have indicated by making marks on this form:
dated:
Signed:
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I wish to give the following instructions with respect to the voting of my
shares at the shareholders meeting:
dated:
Signed:
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