FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[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: September 30, 1998
Innovest Capital Sources Corporation
formerly Telco Communications, Inc.
formerly Cody Capital Corporation
Colorado 33-1933 3-D 84-1073083
(Incorporation) (Commission Number) (IRS Number)
4 Normandy Drive, Kenner LA (504) 466-7004 70065
(Address of principal Telephone number (Zip Code)
executive offices)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
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 September 30, 1998, 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 September 30, 1998, the number of shares outstanding of the Registrant's
Common Stock was 50,000,000.
Innovest Capital Sources Corporation September 30, 1998 Form 10-QSB Page 1
<PAGE>
PART I: FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
Item 1. Financial Statements
As of September 30, 1998, Management reports the financial information per
attachment hereto.
Item 2. Management's Discussion and Analysis
or Plan of Operation and Results of Operations
The Issuer has no current business, and has had no operations in the last
two fiscal years. The Issuer has no capital resource and no liquidity. 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
seeking new business opportunities, including business combinations,
associations, joint ventures, merger and /or acquisition programs to achieve
profitability for the shareholders. Theses factors raise issues about the
company's ability to continue as a going concern. The issuer will require
additional funds or forbearance from consultants to satisfy its cash
requirements for the beyond the next twelve months. As reflected in the
comparison of the Issuer's financial statements for the years ended December 31,
1997, with those of year end 1996, the shareholders equity has deceased from
zero to a negative 168,675, by reason of an accumulated deficit which increased
in the last fiscal year. As of the end of this Quarter, the deficit had
increased to $211,288, and is now $211,616 as of the date of this Report.
Current expenses consist of professional fees, there being no other operational
expenses.
- --------------------------------------------------------------------------------
PART II: OTHER INFORMATION
- --------------------------------------------------------------------------------
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,
including business combinations, associations, joint venture, merger and/or
acquisition programs to achieve profitability for shareholders. The Issuer has
changed its name to Innovest Capital Sources Corporation and amending its
articles to change the par value to "no par".
Item 6. Exhibits and Reports on Form 8-K
No reports on Form 8-K were made during the period covered by this
Quarterly Report.
Innovest Capital Sources Corporation September 30, 1998 Form 10-QSB Page 2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Form 10-QSB Report for the Quarter ended September 30, 1998, has been signed
below by the following person on behalf of the Registrant and in the capacity
and on the date indicated.
Dated: September 30, 1998
Telco Communications, Inc.
formerly Cody Capital Corporation
by
/s/ Miller L. Mays III /s/ Karl E. Rodriguez
- ------------------------------------ ------------------------------
Miller L. Mays III Karl E. Rodriguez
PRESIDENT/DIRECTOR SECRETARY/TREASURER
Innovest Capital Sources Corporation September 30, 1998 Form 10-QSB Page 3
<PAGE>
Attachment
UN-AUDITED FINANCIAL STATEMENTS
September 30, 1998
Innovest Capital Sources Corporation September 30, 1998 Form 10-QSB Page 4
<PAGE>
INNOVEST CAPITAL SOURCES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
SEPTEMBER 30, 1998
September 30,
1998
----------
ASSETS
Intangible asset - value in excess of amounts
alocable to identifiable assets $ 1,000
Impairment of intangible asset (1,000)
Deferred tax asset --
---------
Total assets $ --
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accrued professional fees $ 74,638
Accrued intrest expense 2,568
Note payable 134,410
---------
Total liabilities 211,616
---------
Common stock, no par, 50,000,000 shares authorized,
issued and outstanding 1,000
Deficit accumulated during the development stage (212,616)
---------
Total shareholders' equity (211,616)
---------
Total liabilities and shareholders' equity $ --
=========
The accompanying notes are an integral part
of these financial statements.
<PAGE>
INNOVEST CAPITAL SOURCES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD ENDED SEPTEMBER 30, 1998
AND CUMULATIVE TOTALS SINCE
DATE OF INCEPTION
Cumulative
Totals
Since
September 30, Date of
1998 Inception
------------ ------------
Revenues $ -0- $ -0-
------------ ------------
Expense
Interest expense -0- (2,240)
Professional fees (45,181) (211,616)
Impairment of intangible asset -0- (1,000)
------------ ------------
Income before income taxes -0- (214,856)
Income taxes -0- --
------------ ------------
Net Loss $ (45,181) $ (214,856)
============ ============
Net loss per share $ (.00090) $ (.00430)
============ ============
Weighted average number of
common shares outstanding 50,000,000 50,000,000
============ ============
The accompanying notes are an integral part
of these financial statements.
<PAGE>
INNOVEST CAPITAL SOURCES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF SHAREHOLDERS' EQUITY
FROM INCEPTION (APRIL 12, 1996)
TO SEPTEMBER 30, 1998
Deficit
Accumulated
Common Stock During the
----------------------- Development
Shares Amount Stage
---------- ---------- ----------
Stock issued and outstanding
on April 12, 1996, the date
the corporate shell was separated
from the bankruptcy estate 50,000,000 $ 1,000 --
Net loss -- -- $ (1,000)
---------- ---------- ----------
Balances at December 31, 1996 50,000,000 1,000 (1,000)
Net loss -- -- (166,435)
---------- ---------- ----------
Balances at December 31, 1997 50,000,000 1,000 (167,435)
Net loss -- -- (45,181)
---------- ---------- ----------
Balances at September 30, 1998 50,000,000 1,000 (212,616)
========== ========== ==========
The accompanying notes are an integral part
of these financial statements.
<PAGE>
INNOVEST CAPITAL SOURCES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED SEPTEMBER 30, 1998
AND CUMULATIVE TOTALS SINCE
DATE OF INCEPTION
Cumulative
Totals
Since
September 30, Date of
1998 Inception
------------- ---------
Cash flows provided by operating activities $ -- $ --
Cash flows provided by investing activities -- --
Cash flows provided by financing activities -- --
--------- ---------
Net increase in cash -- --
Cash at beginning of period $ -- $ --
--------- ---------
Cash at end of period $ -- $ --
========= =========
Reconciliation of net loss to net cash flows
provided by operating
activities:
Net loss $ (45,181) $(214,856)
Adjustments to reconcile net loss to cash
provided by operating activities
Accrued interest expense -- 2,240
Accrued rofessional fees 45,181 211,616
Impairment of intangible asset -- 1,000
--------- ---------
Cash flows provided by operating activities $ -- $ --
========= =========
The accompanying notes are an integral part
of these financial statements.
<PAGE>
INNOVEST CAPITAL SOURCES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENT
PERIOD ENDED JUNE 30, 1997
1. BASIS OF PRESENTATION
Innovest Capital Sources Corporation ("the Company") was incorporated as Cody
Capital Corporation, a Colorado corporation, on December 9, 1987. The Company
completed a public offering in 1988. In 1989, Telco of Baton Rouge, Inc. was
acquired and merged into Cody Capital Corporation, and the Company changed its
name to Telco Communications, Inc.
In 1994, the Company filed for Chapter 11-bankruptcy protection, which was
subsequently converted to Chapter 7 status by the Bankruptcy Court ("the
Court"). As a result a Trustee was placed in control of the affairs of the
company. On March 26, 1997, upon motion by the Trustee, the Court ordered that
the corporate shell be sold to Miller L. Mays III ("Mays"). Prior to the sale to
Mays, three former convertible debenture holders converted their holdings to
common stock, which resulted in the issuance of an additional 275,000 shares,
and brought the total number of outstanding shares to 2, 930,226. Mays acquired
a majority ownership interest in the Company by purchasing from the trustee all
the authorized but unissued common shares (47,069,774 shares) for $1,000. Under
the direction of the Court, all assets, liabilities and business operations
remained in the bankruptcy estate, and all prior shareholders of record remained
shareholders subsequent to the sale. The corporate shell was separated from the
bankruptcy estate immediately following the sale. The sale occurred on April 12,
1996, which is the date of inception for the Company under audit.
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 fair value of the Company's financial instruments which consist primarily of
accrued professional fees and a note payable approximate the carrying amounts as
reported in the balance sheet. Management does not believe the carrying amounts
are impaired.
Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported amounts of
revenues and expenses. Actual results could vary from the estimates that were
used.
The office of the Company is located in Kenner, Louisiana. The Company has no
employees or facilities. The records are maintained by the President at no
expense to the Company.
The Company has not generated revenues from operations nor is there any
assurance of significant revenues in the future. Affiliated entities have
offered to loan the company the necessary funds to cover any cash flow
requirements for the next twelve months. The Company is actively pursuing
various other funding options, including equity offerings, business
combinations, corporate alliances, or a combination of these methods. There can
be no assurance that the Company will successfully complete the transition from
a development stage company to profitability.
<PAGE>
Innovest Capital Sources Corporation
Notes to the Financial Statement
Period ended Semptember 30, 1998
page two
2. INCOME TAXES
Deferred income taxes are reported for temporary differences between items of
income or expense reported in the financial statements and those reported for
income tax purposes. The expense entitled "impairment of intangible asset" is a
permanent book/tax difference, and thus will not result in a current or deferred
tax benefit or asset. At December 31, 1997, the Company had available a net
operating loss carryforward of approximately $168,675, which will expire in
2013. Any future deferred tax asset will be offset by a valuation allowance
until such time as the Company demonstrates future profitability. At December
31, 1997, the principal component of the deferred tax asset is as follows:
Net operating loss carryforward $ 57,350
Valuation allowance (57,350)
---------
Net Deferred tax asset $ --
3. COMMON STOCK
The Corporation is authorized to issue 50,000,000 shares of one class of common
stock. The Articles of Incorporation were amended on August 31, 1997, to change
the par value from $.001 per share to no par. All references in the accompanying
financial statements and notes to the per share amounts have been restated to
reflect the change in par value.
4. SUBSEQUENT EVENTS AND RELATED PARTIES
In June 1996, the Company filed a Form 8-K with the Securities and Exchange
Commission relative to agreements reached with mortgage market, Inc.,
Surgimetrics USA and Telco Holding Corporation. Subsequently, a final agreement
among the parties could not be reached and the agreements were terminated.
On or about June 23, 1997, a written "offer to purchase" the Company was entered
into with Solar Energy Limited. On or about October 1, 1997, a "letter of
intent" was entered into to effectuate an acquisition and merger of the Company
and Solar Energy Limited. In February 1998, management determined that a final
agreement could not be reached and the agreement was terminated.
In November 1997, Intrepid International S.A. ("Intrepid"), a Panamanian
corporation, acquired 84.60% of the outstanding stock of the Company by
acquiring 42,300,000 shares of the Company's outstanding common stock from Mays.
This resulted in a change of control of the company.
In 1997, the Company retained Intrepid for its investment banking, legal and
financial services. The services to be performed include public and shareholder
relations, audit coordination, certificate and transfer coordination,
coordination of relationships with market makers and broker dealers in the
securities of the Company and various other consulting services. Additionally,
Intrepid will assist in the preparation and coordination of annual quarterly and
current filings as may be required pursuant to the Securities and Exchange Act
of 1934 and Regulations of the Securities and Exchange Commission promulgated
pursuant to the 1934 Act. As of April 10, 1998, the fees incurred by Intrepid
totaled $164,366 for services rendered subsequent to June 19, 1997.
<PAGE>
Innovest Capital Sources Corporation
Notes to the Financial Statement
Period ended Semptember 30, 1998
page three
4. SUBSEQUENT EVENTS AND RELATED PARTIES (continued)
On October 15, 1997, the Company issued a note in the amount of $134,410 with 8%
interest, due October 15, 1998, to Intrepid for professional services incurred
through October 15, 1997. The note is convertible into common stock of the
Company at a conversion price of $0.0336 per share.
On October 15, 1998, the Company's shareholders authorized a one for 75 reverse
split of its common shares. The shareholders also authorized and approved the
issuance of additional shares of common stock, to be placed with investors in
the following amounts: 4,230,000 shares at $0.01 and 500,000 shares at $1.90
both pursuant to Regulation D, Rule 504; and 600,000 shares at $5.00 pursuant to
Rule 505 of the Securities Act of 1933. These issuances are expected to infuse
$3,992,300 of new capital into the Company.
Also on October 15, 1998, the Company's shareholders authorized and approved the
acquisition of all assets, business and capital stock of Nifco Synergy, Ltd. in
exchange for 6,000,000 new investment shares of common stock of the Company and
a name change wherein the Company would become Nifco Synergy, Ltd.
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<FISCAL-YEAR-END> Dec-31-1997
<PERIOD-START> Jun-30-1998
<PERIOD-END> Sep-30-1998
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