FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
for the quarterly period ending: June 30, 1996
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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[ ] No[x] (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 June 30, 1996, the aggregate number of shares held by non-affiliates was
approximately 2,061,000 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 June 30, 1996, the number of shares outstanding of the Registrant's Common
Stock was 49,836,000.
Telco Communications, Inc. June 30, 1996 Form 10-KSB Page 1
<PAGE>
PART I: FINANCIAL INFORMATION
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Item 1. Financial Statements
As of June 30, 1996, Management reports the financial information per
attachemt hereto.
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Financial Condition and Results of Operations
On March 11, 1994, the Federal Bankruptcy Court for the Middle District of
Louisiana appointed a Trustee for the Bankruptcy Estate of the Registrant Telco
Communications, Inc., formerly Cody Capital Corporation, 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. Mays 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.
Liquidity and Capital Resources
The Issuer has no assets or liabilities, liquidity or capital resources.
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PART II: OTHER INFORMATION
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Item 1. Legal Proceedings
None
Item 2. Change in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to Vote of Security Holders
None
Item 5. Other Information
During the Quarter covered by this Report, the Company had and 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 quarter
Management has been engaged in the search for new business opportunities without
material results. The Issuer continues to seek new business opportunities,
Telco Communications, Inc. June 30, 1996 Form 10-KSB Page 2
<PAGE>
including business combinations, associations, joint venture, merger and/or
acquisition programs to achieve profitability for shareholders.
Item 6. Exhibits and Reports on Form 8-K
During the Quarter covered by this Report, the Company filed a Report on
Form 8-K, erroneously dated March 11, 1994, but actually filed and reporting as
of June 12, 1996, and reporting emergence from Bankruptcy, as repeated in Item 2
of Part I.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Form 10-QSB Report for the Quarter ended June 30, 1996, has been signed below by
the following person on behalf of the Registrant and in the capacity and on the
date indicated.
Dated: July 30, 1997
Telco Communications, Inc.
formerly Cody Capital Corporation
by
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Miller L. Mays III Karl E. Rodriguez
PRESIDENT/DIRECTOR SECRETARY/TREASURER
Telco Communications, Inc. June 30, 1996 Form 10-KSB Page 3
<PAGE>
Attachment
FINANCIAL STATEMENTS
Telco Communications, Inc. June 30, 1996 Form 10-KSB Page 4
<PAGE>
TELCO COMMUNICATIONS, INC.
BALANCE SHEETS (UNAUDITED)
for the fiscal years ended December 31, 1995 and 1994
and for the six Months ended June 30, 1996
<TABLE>
<CAPTION>
June 30, December 31,
-------- -------------------
1996 1995 1994
-------- -------- --------
ASSETS
CURRENT ASSETS
<S> <C> <C> <C>
Total Current Assets $ -0- $ -0- $ -0-
TOTAL ASSETS $ -0- $ -0- $ -0-
======== ======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value; authorized 50,000,000
shares; issued and outstanding, 2,061,000 shares
and 49,836,000 shares 49,836 2061 2061
Additional Paid-In Capital 51,895 99,670 99,670
Accumulated Surplus (Deficit) (101,731) (101,731) (101,731)
-------- -------- --------
Total Stockholders' Equity -0- -0- -0-
-------- -------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ -0- $ -0- $ -0-
======== ======== ========
</TABLE>
The accompanying notes are an integral part
of these financial statements.
<PAGE>
TELCO COMMUNICATIONS, INC.
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT (UNAUDITED)
for the fiscal years ended December 31, 1995 and 1994
and for the six Months ended June 30, 1996
June 30, December 31,
-------- -------------------
1996 1995 1994
-------- -------- --------
Revenues $ -0- $ -0- $ -0-
-------- -------- --------
Total Expenses -0- -0- -0-
-------- -------- --------
Net Income (Loss) $ -0- $ -0- $ -0-
======== ======== ========
Loss per Share $ -0- $ -0- $ -0-
======== ======== ========
The accompanying notes are an integral part
of these financial statements.
<PAGE>
TELCO COMMUNICATIONS, INC.
STATEMENTS OF CASH FLOW (UNAUDITED)
for the fiscal years ended December 31, 1995 and 1994
and for the six Months ended June 30, 1996
June 30, December 31,
-------- -------------------
1996 1995 1994
-------- -------- --------
Operating Activities
Net Income (Loss) $ -0- $ -0- $ -0-
Total working capital (used) -0- -0- -0-
Increase (Decrease) in
working capital $ -0- $ -0- $ -0-
======== ======== ========
The accompanying notes are an integral part
of these financial statements.
<PAGE>
TELCO COMMUNICATIONS, INC.
STATEMENT OF STOCKHOLDERS' (DEFICIT) EQUITY
for the period from inception (December 9, 1987) through December 31, 1987,
for the years ended December 31, 1988 through December 31, 1995
and for the six Months ended June 30, 1996
<TABLE>
<CAPTION>
Common Stock Total Stock-
----------------------------- Additional Accumulated holders'
Number of Par Paid-In Surplus Equity
Shares Value Capital (Deficit) (Deficit)
----------- ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Inception (December 9, 1987) 0 $ 0 $ 0 $ 0 $ 0
Inception through December
31, 1987: Stock issued for
cash and services 2,500,000 2,500 2,500 5,000
Cancellation of shares to meet
dilution requirements of offering (1,700,000) (1,700) 1,700
Shares transferred to legal 62
counsel
Shares issued in public offering 1,261,000 1,261 124,839
Costs of public offering (29,531)
Net loss (212)
----------- ----------- ----------- ----------- -----------
Balances, December 31, 1988 2,061,000 2,061 99,570 (212) 101,419
Warrants issued 100
Net loss (21,509)
----------- ----------- ----------- ----------- -----------
Balances, December 31, 1989 2,061,000 2,061 99,670 (21,721) 80,010
Year ended December 31, 1990 2,061,000 2,061 99,670 (21,721) 80,010
Year ended December 31, 1991 2,061,000 2,061 99,670 (21,721) 80,010
Year ended December 31, 1992 2,061,000 2,061 99,670 (21,721) 80,010
Year ended December 31, 1993 2,061,000 2,061 99,670 (21,721) 80,010
Write-Off of bad debt (80,010)
----------- ----------- ----------- ----------- -----------
Year ended December 31, 1994 2,061,000 2,061 99,670 (101,731) 0
Year ended December 31, 1995 2,061,000 2,061 99,670 (101,731) 0
Shares issued upon emergence
from Chapter 7 Bankruptcy 47,775,000 47,775 (47,775)
----------- ----------- ----------- ----------- -----------
Balances, June 30, 1996 49,836,000 $ 49,836 $ 51,895 $ (101,731) $ 0
=========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part
of these financial statements.
<PAGE>
TELCO COMMUNICATIONS, INC.
NOTES TO FINANCIAL STATEMENTS
for the period from inception (December 9 1987) through December 31, 1987,
for the years ended December 31, 1988 through 1995
and for the six months ended June 30, 1996
1-FORMATION AND OPERATIONS OF THE COMPANY
Telco Communications, Inc. (the "Company"), was incorporated Cody Capital
Corporation. under the laws of the State of Colorado on December 9 1987.
The Company was organized to seek out and complete a merger or acquisition
of other companies or businesses. The Company completed a public offering
in 1988 in which it raised a net, after offering expenses, of $96,631. An
investment was made in Telco of Baton Rouge however the Company never
realized any return from that investment and in 1994 it was forced to file
for bankruptcy. In 1996 the Company emerged from bankruptcy with no assets
or liabilities and subject to no litigation, claims, enforcements or
proceedings and no business or operations. As of the date of these
statements, the Company continues to be in its development stage.
2-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF ACCOUNTING
Accounting records of the Company and financial statements are
maintained and prepared on an accrual basis.
(b) FISCAL YEAR
The Company's fiscal year for accounting and tax purposes is December
31.
(c) CASH EQUIVALENTS
For Financial Accounting Standards purposes, the Statement of Cash
Flows, Cash Equivalents include time deposits, certificates of
deposit, and all highly liquid debt instruments with original
maturities of three months or less. Whenever cash amount are to be
included on the Company's Statements of Cash Flow, however, they will
be comprised exclusively of cash.
3-PROPERTY AND EXECUTIVE COMPENSATION
(a) PROPERTY:
The Company's offices and all of its records are located, without
cost, 4 Normandy Drive, Kenner, Louisiana.
page F-7
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Telco Communications, Inc..
Notes to Financial Statements
December 9, 1987 through December 31, 1987, and for the years ended
December 31, 1988 through 1995 and for the six months ended June 30, 1996
continued
(b) EXECUTIVE COMPENSATION:
Since inception, the Company has paid no cash compensation to its
officers or directors. Officers of the Company will be reimbursed for
out-of-pocket expenses and may be compensated for the time they devote
to the Company. In addition, Officers may receive compensation for
services performed on behalf of the Company. The terms of any such
compensation will be determined on the basis of the nature and extent
of the services which may be required and will be no less favorable to
the Company than the charges for similar services made by independent
third parties who are similarly qualified. No officer or director is
required to make any specific amount or percentage of his business
time available to the Company.
4-STOCKHOLDERS' EQUITY.
The Company, as originally incorporated in Colorado, was authorized to
issue 50,000,000 shares of common stock having a par value of $0.001. In
December 1987, 2,500,000 shares of Common Stock, were issued in exchange
for organizational costs. 1,700,000 of these shares were rescinded in 1988
and a public offering of 1,261,000 shares was completed in the same year.
In 1996, as a condition of emergence from bankruptcy, 47,775,000 shares of
common stock were issued.
page F-8
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> APR-12-1996
<PERIOD-END> JUN-30-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 50,000,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<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>
