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
[X] 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.
to become known as Innovest Capital Sources Corporation
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)
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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.)
No[ ] (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, 1997, 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, 1997, the number of shares outstanding of the Registrant's
Common Stock was 50,000,000.
Exhibit Index is found on page 16
Telco Communications, Inc. December 31, 1997 Form 10-KSB Page 1
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PART I
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Telco Communications, Inc. December 31, 1997 Form 10-KSB Page 2
<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, pursuant to which Mr. Mays purchased the Corporation for
$1,000.00. The Sale was further pursuant to the following Order of March 25,
1996, by Louis M. Phillips, United States Bankruptcy Judge, United States
Bankruptcy Court, Middle District of Louisiana, In re: Telco Communications,
Inc., case number 91-01261-07: "IT IS ORDERED, ADJUDGED AND DECREED that the
trustee is authorized to sell to Miller L. Mays, III, 4 Normandy Drive, Kenner,
LA 70065 for the sum of $1,000.00 cash, with no warranty, the corporate shell of
Telco Communications, Inc. with all assets and all liabilities to remain in the
bankruptcy estate for liquidation by the trustee." Mr. Miller was accordingly
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.
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 or for Mr. Mays. 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.
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. 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. On or about
September 25, 1997, the Issuer amended its articles to change the par value to
"no par".
About November 30, 1997, Intrepid International, S.A. (Intrepid), acquired
about 90% of the shares owned by Mays, or 42,043,174 shares of the common stock
of the Issuer, paying $90,000 for such block of stock, resulting in a change of
control of the Issuer, with no change in Management. As of the date of this
Report, the Issuer continues to be a development stage company.
Telco Communications, Inc. December 31, 1997 Form 10-KSB Page 3
<PAGE>
(b) The Business of Registrant.
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, 1997, 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.
Item 2. Facilities.
The Company has no employees or facilities, and enjoys the non-exclusive
office services of its Majority Shareholders.
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.
Telco Communications, Inc. December 31, 1997 Form 10-KSB Page 4
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PART II
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Telco Communications, Inc. December 31, 1997 Form 10-KSB Page 5
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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, who is not an affiliate of the Issuer, 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, 1997 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.
Item 6. 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. These 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.
Telco Communications, Inc. December 31, 1997 Form 10-KSB Page 6
<PAGE>
Item 7. Financial Statements and Supplementary Data.
Reference is made to Auditors Reports for the periods from April 12, 1996,
to December 31, 1998, filed herewith. Those financial statements, attached
thereto and filed herewith, are incorporated herein by this reference as though
fully set forth herein.
Item 8. Change of Registrant's Auditor.
Frank Chovanetz, CPA, Green & McElreath, 700 Louisiana, Suite 5200,
Houston, TX 77002- 2733 has been designated as and remains the Issuer's
Independent Auditor, having been engaged 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.
Telco Communications, Inc. December 31, 1997 Form 10-KSB Page 7
<PAGE>
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PART III
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Telco Communications, Inc. December 31, 1997 Form 10-KSB Page 8
<PAGE>
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with ss.16(a) of the Exchange Act.
a. 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 for Biography of Miller L. Mays III)
(Please see Exhibit for Biography of Karl E. Rodriguez)
b. Mr. Mays, who acquired control and office in 1996, did not file timely
Reports on Form 3, Form 4 or Form 5, with respect to his ownership of 47,000,000
shares, or changes thereof, during 1996 or 1997. Intrepid International, S.A.,
which acquired 90% of those shares, being 42,300,000 shares, in a non-brokerage
transaction, did not file timely Reports on Form 3 or Form 5 during 1997.
All reports have been filed late.
On or about January 27, 1998, following the period covered by this report,
the Issuer filed its Form 15 to withdraw from the reporting requirements of
ss.ss. 13 et seq. of the Securities Exchange AcT of 1934. The Issuer continues
to report voluntarily, pursuant to ss. 15(d).
Item 10. Executive Compensation.
None of the Company's Officers or Directors presently receive any
compensation.
Item 11. 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
Telco Communications, Inc. December 31, 1997 Form 10-KSB Page 9
<PAGE>
voting class of Registrant's stock. Registrant has only one class of stock,
namely Common Voting Equity Shares.
<TABLE>
<CAPTION>
SECURITY OWNERSHIP OF OFFICERS AND DIRECTORS AND 5% OWNERS
=================================================================================================================
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 5,026,100 10.05
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
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All Officers and Directors as a Group 5,026,100 10.05
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Intrepid International, S.A. (2) 42,043,174 84.09
P. O. Box 8807
Panama City 5
Republic of Panama
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Other Affiliates 42,043,174 84.09
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=================================================================================================================
Total Shares Issued and Outstanding 50,000,000 100.00
=================================================================================================================
</TABLE>
(1) Mr. Mitchell resigned as Director on or about October 3, 1997
(2) Please refer to the following Item 13 for information and disclosure
regarding Intrepid International, SA.
Item 12. Certain Relationships and Related Transactions.
(a) Intrepid International, S. A. ("Intrepid Panama") was incorporated in
the Republic of Panama in 1984 to offer financial services to natural resource
companies, primarily those engaged in the production of oil and gas. Following
the world wide collapse of oil prices in the mid-eighties, the Company broadened
the focus of its universe of support services to include a wider range of
companies, with an emphasis on public companies and private companies, companies
engaged in the transition from privately held to publicly held, and development
stage companies, whether public or private, requiring professional business and
corporate guidance. In August of 1997 the Company sought a United States
Representative and entered into a relationship with a group of corporate and
business specialists who, after contracting with the Company, incorporated as
Intrepid International, Ltd. ("Intrepid US") to provide the required
representation and agency for the Company in North America and Europe. Intrepid
US is incorporated in the State of Nevada. The officers and directors of
Intrepid International, S. A. (Panama) are comprised of three individuals;
Laurencio Jaen O., Teodoro F. Franco L. and Leopoldo Kennion G. All three of
these individuals are Panamanian citizens and each serves as an officer and a
director of the Intrepid Panama.
Laurencio Jaen O., an original incorporator who has served as President and
Director of the Intrepid Panama since its inception in 1984, resides in Panama
City, Republic of Panama. He is, and
Telco Communications, Inc. December 31, 1997 Form 10-KSB Page 10
<PAGE>
has been for the past twenty five years, Vice President of Indiasa Corporation
("Indiasa"), a Panamanian corporation, which, through one of its subsidiaries,
Robmar International, is involved in the manufacture and distribution of
chemical products in Argentina and Brazil and which, through its former
subsidiary Indiasa Aviation Corporation, was, for eight years ending in 1981,
engaged in aviation consulting, the leasing, purchase and sale of aircraft, and
the operation of a cargo airline, primarily in Latin America. Mr. Jaen was a
founder of PAISA, Panama's international airline, served as president of the
Colon Free Zone (the world's largest free trade zone), and as Director of
Panama's Social Security Administration. He has also served as the President of
the Panamanian Chamber of Commerce, and as a member of the Board of Presidential
Advisors of the Republic of Panama.
Teodoro F. Franco L., Secretary and a Director of the Intrepid Panama, has,
for thirty years, been a specialist in maritime and aviation law. Mr. Franco is
a partner in Franco and Franco, one of the most prestigious law firms in Panama
with offices around the world. In addition to his law practice he has served as
Panamanian Consul to Liverpool, England and for the past five years as
Ambassador to Great Britain. The firm of Franco and Franco is regarded with the
highest degree of integrity and professionalism in the business and political
community in Panama with its partners and several of its associates holding or
having held public office. Teodoro Franco's brother and partner, Dr. Juaquin F.
Franco, Jr., has held many public offices over the past four decades, most
recently as the Governor of Colon Province, the state containing the Atlantic
entrance to the Panama Canal and the Colon Free Zone. His nephew and associate
in the firm, Juaquin F. Franco, III, has served as the Minister of Commerce and
is currently a member of the House of Representatives and a candidate for
President of the Republic. The firm practices maritime, aviation and commercial
law and currently is the legal firm for: IBERIA (the Spanish national airline),
KLM (the Dutch national airline), VIASA (the Venezuelan national airline),
Aeroflot (the Russian national airline) and various smaller Latin American
national airlines as well as being the registered agents for thousands of ocean
going ships around the world flying the Panamanian flag. Mr. Franco brings to
Intrepid Panama a wealth of international legal, commercial and diplomatic
experience.
Leopoldo Kennion G., Treasurer and a Director of the Intrepid Panama, is,
and has for twenty years, been a Certified Public Accountant specializing in
international accounting and is an associate in the law firm of Franco and
Franco. Mr. Kennion practices maritime, aviation and commercial accounting
serving the specialized needs of the transnational clients of Franco and Franco
by providing an interface between them and their auditors.
J. Dan Sifford, Jr., is the United States Managing Director for Intrepid
International, S.A. (Panama). He is fluent in the Spanish Language. His
biographical information is found below.
(b) Intrepid International, Ltd. ("Intrepid US") is a Nevada Corporation,
organized in 1997 to be the wholly-owned subsidiary United States agency of
Intrepid Panama. The officers and directors of Intrepid US are comprised of two
individuals; KIRT W. JAMES, and J. DAN SIFFORD, JR. Both of these individuals
are U. S. citizens.
Kirt W. James, President and Director, has a lifelong background in
marketing and sales. From 1972 to 1987, Mr. James was responsible for sales and
business administrative matters for Glade N. James Sales Co., Inc.; and from
1987 to 1990 Mr. James built retail markets for American International Medical
Supply Co., a Public Intrepid US. In 1990 he formed and become President of HJS
Financial Services, Inc., and is responsible for day to day business of the firm
and consults Client's business and Product Development. During the past five
years Mr. James has been involved in the valuation, sale and acquisition of
numerous private businesses and planning for the entry of private corporations
into the public market place for their securities.
J. Dan Sifford, Jr., Executive Vice President, Secretary/Treasurer and
Director, brings to the Intrepid US an extensive experience in Corporate
management and familiarity with transnational business, particularly in Latin
America. From 1970 to 1982, he was President and sole shareholder of Overseas
Telco Communications, Inc. December 31, 1997 Form 10-KSB Page 11
<PAGE>
Aviation Corporation, an all cargo airline, with operations throughout South
America and Africa. He was founder, President and Chief Executive Officer of
Airline of the Virgin Islands from 1982 until 1993. He served for many years as
President of Indiasa Corporation which, through one of its subsidiaries, was
involved in the manufacture and distribution of chemical products in Argentina
and Brazil, and which, through another subsidiary, was for eight years engaged
in aviation consulting, the leasing, purchase and sale of aircraft, and the
operation of a cargo airline, primarily in Latin America. In recent years he has
been engaged continuously in a wide variety of business activities, including
the development of new business ventures.
Item 13. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Financial Statements. Reference is made to Auditors Reports for the
periods from April 12, 1996 to December 31, 1997,
filed herewith. Those financial statements,
attached thereto are incorporated herein by this
reference as though fully set forth herein.
(b Form 8-K Reports. Reports on Form 8-K were filed during the last
quarter covered by this Annual Report, concerning
a proposed acquisition and its failure to
materialize.
(c) Exhibits. Please see Exhibit Index, following.
---------------
Telco Communications, Inc. December 31, 1997 Form 10-KSB Page 12
<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.
This Annual Report as of December 31, 1997, is executed April 30, 1998
Telco Communications, Inc.
to become known as Innovest Capital Sources Corporation
formerly Cody Capital Corporation
by
- ----------------------------------- -----------------------------------
Miller L. Mays III Karl E. Rodriguez
PRESIDENT/DIRECTOR SECRETARY/TREASURER/DIRECTOR
Telco Communications, Inc. December 31, 1997 Form 10-KSB Page 13
<PAGE>
Exhibit Index
Financial Statements and Documents
Furnished as a part of this Report
The Issuer has changed its name to Innovest Capital Sources Corporation, to
become effective in 1998. The Audited Financial Statements presented herewith
were prepared in 1998 for the years ended 1997, and for that reason are prepared
in the name of Innovest Capital Sources Corporation.
================================================================================
Ex # FINANCIAL STATEMENTS Page #
================================================================================
Telco Communications, Inc.
to become known as Innovest Capital Sources Corporation
formerly Cody Capital Corporation
================================================================================
F1 AUDITED FINANCIAL STATEMENTS for the year ended December 31, 1997
and for the period from April 12, 1996 (inception) to December 31,
1997.
================================================================================
(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 # Ex # Table Category / Description of Exhibit Page
#
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(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 the Common Stock
to No Par
Innovest Capital Sources Corporation September 25, 1997
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3.5 By-Laws
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(28) OTHER DOCUMENTS
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28.1 Biography of Miller L. Mays III
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28.2 Biography of Karl E. Rodriguez
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28.3 Form 15 (January 27, 1998) (subsequent event)
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**********************
================================================================================
Telco Communications, Inc. December 31, 1997 Form 10-KSB Page 14
<PAGE>
Exhibit F1
AUDITED FINANCIAL STATEMENTS FOR THE PERIOD FROM
APRIL 12, 1996, TO DECEMBER 31, 1997
<PAGE>
INNOVEST CAPITAL SOURCES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AND
INDEPENDENT AUDITORS' REPORT
YEAR ENDED DECEMBER 31, 1997 AND APRIL 12, 1996
(DATE OF INCEPTION) TO DECEMBER 31, 1997
<PAGE>
[LETTERHEAD OF GREEN & MCELREATH]
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders
Innovest Capital Sources Corporation
Kenner, Louisiana
We have audited the accompanying balance sheet of Innovest Capital Sources
Corporation (a development stage company) as of December 31, 1997, and the
related statements of operations, shareholders' equity, and cash flows for the
year then ended and April 12, 1996 (date of inception) to December 31, 1997.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements 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 statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. 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 statements referred to above present fairly, in
all material respects, the financial position of Innovest Capital Sources
Corporation as of December 31, 1997, and the results of its operations and its
cash flows for the year then ended and April 12, 1996 (date of inception) to
December 31, 1997, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1, the Company is
in the development stage and has had no business operations since inception,
which raises substantial doubt about the Company's ability to continue as a
going concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
April 10, 1998
/s/ GREEN & MCELREATH
<PAGE>
INNOVEST CAPITAL SOURCES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1997
ASSETS
Intangible asset - value in excess of amounts
allocable to identifiable assets $ 1,000
Impairment of intangible asset (1,000)
Deferred tax asset --
---------
Total assets $ --
=========
LIABILITIES AND SHAREHOLDERS' EQUITY
Accrued professional fees $ 32,025
Accrued interest expense 2,240
Note payable 134,410
---------
Total liabilities 168,675
---------
Common stock, no par, 50,000,000 shares authorized,
issued and outstanding 1,000
Deficit accumulated during the development stage (169,675)
---------
Total shareholders' equity (168,675)
Total liabilities and shareholders' equity $ --
=========
See notes to financial statements.
<PAGE>
INNOVEST CAPITAL SOURCES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
AND CUMULATIVE TOTALS SINCE
DATE OF INCEPTION
Cumulative
Totals
Since
Date of
1997 Inception
------------ ------------
Revenues $ -- $ --
Expenses:
Interest expense (2,240) (2,240)
Professional fees (166,435) (166,435)
Impairment of intangible asset -- (1,000)
------------ ------------
Income before income taxes (168,675) (169,675)
Income taxes -- - __
------------ ------------
Net loss $ (168,675) $ (169,675)
============ ============
Net loss per share $ (.00337) $ (.00339)
============ ============
Weighted average number of
common shares outstanding 50,000,000 50,000,000
============ ============
See notes to financial statements.
<PAGE>
INNOVEST CAPITAL SOURCES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF SHAREHOLDERS' EQUITY
FROM INCEPTION (APRIL 12, 1996)
TO DECEMBER 31, 1997
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 -- -- (168,675)
---------- ---------- ----------
Balances at December 31, 1997 50,000,000 $ 1,000 $ (169,675)
========== ========== ==========
See notes to financial statements.
<PAGE>
INNOVEST CAPITAL SOURCES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1997
AND CUMULATIVE TOTALS SINCE
DATE OF INCEPTION
Cumulative
Totals
Since
Date of
1997 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 $(168,675) $(169,675)
Adjustment to reconcile net
loss to cash provided by
operating activities -
Accrued interest expense 2,240 2,240
Accrued professional fees 166,435 166,435
Impairment of intangible asset -- 1,000
--------- ---------
CASH FLOWS PROVIDED BY
OPERATING ACTIVITIES $ -- $ --
========= =========
See notes to financial statements.
<PAGE>
INNOVEST CAPITAL SOURCES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 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, 1996, 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.
(Continued)
<PAGE>
INNOVEST CAPITAL SOURCES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1997
1. BASIS OF PRESENTATION (Continued)
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.
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 $ --
========
(Continued)
<PAGE>
INNOVEST CAPITAL SOURCES CORPORATION
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1997
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.
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 prices of $0.0336 per share.
(Concluded)
Exhibit 3.1
Articles of Incorporation of Cody Capital Corporation
<PAGE>
RECEIVED FILED DEC -9 1987
DEC 9 10 52 AM '87 STATE OF COLORADO
DEPARTMENT OF STATE DEPARTMENT OF STATE
STATE OF COLORADO
ARTICLES OF INCORPORATION
OF
CODY CAPITAL CORPORATION
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
$.0001 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, 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 time 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 is Hans H.
Richter.
The corporation may conduct part or all of its business in any other part
of Colorado, of the United States or of the world. It may hold, purchase,
mortgage, lease and 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 ore 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
authorized, 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 interest 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, on 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, asignee, 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; 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/ R. MICHAEL JACKSON
------------------------------------
Incorporator
VERIFICATION
STATE OF COLORADO )
) ss.
COUNTY OF JEFFERSON )
I, Sheryl Thompson, a notary public, hereby certify the 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>
Change of Name
RECEIVED FILED
APR 11 AM 11:21 '87 APR 11 1989
DEPARTMENT 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: [ILLEGIBLE}
----------------------------------------
President
By: [ILLEGIBLE}
----------------------------------------
Secretary
Exhibit 3.3
Amendment of Articles: Name Change to
Innovest Capital Sources Corporation January 15, 1997
<PAGE>
CHANGE OF NAME For office use only
Mail to: Secretary of State
Corporations Section
1560 Broadway, Suite 200
Denver, CO 80202
(303)694-2251
Fax (303)694-2242
MUST BE TYPED
FILING FEE: $25.00
MUST SUBMIT TWO COPIES
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
Please include a typed
self-addressed envelope
Pursuant to the provisions of the Colorado Business Corporation Act, the
undersigned corporation adopts the following Articles of Amnedments 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 Busdiness Corporation Act, in
the manner marked with an X below:
___ No shares have been issued or Directors Elected - Action by Incorporation
___ No shares have been issued byt Directors Elected - Action by Directors
___ Such amendment was adopted by the board of directors where shares have been
issued and shareholder action 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 insuch amendment, in which any exchange,
relassification, 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 [ILLEGIBLE]
-----------------------------------
Title President
-----------------------------------
Exhibit 3.4
Amendment of Articles: Change the Common Stock to
No Par: Innovest Capital Sources Corporation September 25, 1997
<PAGE>
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
INNOVEST CAPITAL SOURCES CORPORATION
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/ [ILLEGIBLE] /S/ [ILLEGIBLE]
- --------------- ---------------
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
questions 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 [ILLEGIBLE] 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.
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<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 ten (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 threat.
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.
Meeting of the directors, regular or special, may be held at any
place, within or outside Louisiana, as the board may determine. Meetings
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<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 our
outside Louisiana as may be held at such place as may be designated in the
notice thereof.
Section 7. Quorum.
At all meetings of the board, a majority of the directors in office
and qualified at act constitute a quorum to act constitute a quorum for the
transaction of business, and the action of 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. Remuneration 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 than thirty (30)
days 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 of 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
at 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. Title.
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, from
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 or 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. Certificates of Stock.
Certificate 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
corporation 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 required 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 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 who
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; any 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. Wavier 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.
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
Exhibit 28.1
BIOGRAPHY OF MILLER L. MAYS III
<PAGE>
Miller L. Mays, III
4 Normandy Drive DOB: 12/18/44
Kenner LA 70065 Married w/2 children
Education:
Louisiana Tech University - Ruston, LA
Military:
U.S.A.F.
<TABLE>
<CAPTION>
<S> <C>
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.
</TABLE>
Exhibit 28.2
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
[ILLEGIBLE] Delta Kappa National Honorary Leadership Fraternity
International Vice President of Circle K. (Kiwanis-affiliated service
organization)
AFFILIATIONS
Louisiana State Bar Association
New Orleans Metropolitan Association of Realtors
PROFESSIONAL HISTORY
1972 - Present Attorney at Law
Business and corporate practice
1995 - Present [ILLEGIBLE] & Blum Real Estate, Inc. - Realtor
Specializing in historic properties in New Orleans French
Quarter area.
1992 - Present Healthcare Financial and Managmenet 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 [ILLEGIBLE] company.
1992 - 1993 MedAmerica, LLC - Managing Director
Operated Kidmed clinics, a Medicaid funded preventive and
diagnostic medicine clinic for children.
1986 - 1991 [ILLEGIBLE] Limited Partnership - Project Manager
Participated in structure of limited partnership, raising
capital and on-site
================================================================================
Exhibit 28.3
FORM 15
Telco Communications, Inc. December 31, 1997 Form 10-KSB Page 23
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
Certification and Notice of Termination of Registration under Section 12(g) of
the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under
Sections 13 and 15(d) of the Securities Exchange Act of 1934.
Commission File Number: 33-1933 3-D
Telco Communications, Inc. formerly Cody Capital Corporation
(Exact name of registrant as specified in its charter)
4 Normandy Drive, Kenner LA 70065 (504) 466-7004
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Common Stock
(Title of each class of securities covered by this Form)
None
(Titles of all other classes of securities for which a duty to file reports
under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate rule provision(s)
relied upon to terminate or suspend the duty to file reports:
Rule 12g-4(a)(1)(ii) [X]
Approximate number of holders of record as of the certification or notice date:
268
Pursuant to the requirements of the Securities Exchange Act of 1934 (Name of
registrant as specified in charter) has caused this certification/notice to be
signed on its behalf by the undersigned duly authorized person.
DATE: January 27, 1998 BY: /S/
William Stocker
special counsel
Telco Communications, Inc. December 31, 1997 Form 10-KSB Page 24
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<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
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